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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities
Exchange Act of 1934
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Soliciting Material
Pursuant to Section 240.14a-12
BIG ROCK PARTNERS ACQUISITION CORP.
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(Name
of Registrant as Specified In Its Charter)
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BIG ROCK PARTNERS ACQUISITION CORP.
2645 N. FEDERAL HIGHWAY, SUITE 230
DELRAY BEACH, FLORIDA 33483
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 2019
TO THE
STOCKHOLDERS OF BIG ROCK PARTNERS ACQUISITION CORP.:
You are
cordially invited to attend the annual meeting (the “annual
meeting”) of stockholders of Big Rock Partners Acquisition
Corp. (the “Company,” “Big Rock Partners,”
“we,” “us” or “our”) to be held
at 10:00 a.m. EST on May 21, 2019 at the offices of the
Company’s special counsel, Graubard Miller, 405 Lexington
Avenue, 11th Floor, New York,
New York 10174, for the sole purpose of considering and voting upon
the following proposals:
●
a proposal to amend
(the “Extension Amendment”) the Company’s amended
and restated certificate of incorporation (the
“charter”) to extend the date by which the Company has
to consummate a business combination (the “Extension”)
from May 22, 2019 to August 22, 2019 (the “Extended
Date”);
●
a proposal to
approve the early winding up of the Company and redemption of 100%
of the outstanding public shares as described in the accompanying
proxy statement if the Company’s board of directors
determines at any time prior to the Extended Date that the Company
will be unable to consummate an initial business combination by the
Extended Date (the “Early Termination Proposal”);
and
●
to elect three
members of the Company’s board of directors (the
“Board”) as Class I directors, to hold office until the
second succeeding annual meeting and until their respective
successors are duly elected and qualified (the “Director
Election Proposal”).
The
Extension Amendment, the Early Termination Proposal and the
Director Election Proposal are more fully described in the
accompanying proxy statement.
The
purpose of the Extension Amendment is to allow the Company more
time to complete an initial business combination. The purpose of
the Early Termination Proposal is to obtain any necessary
stockholder approval to wind up the Company’s affairs and
redeem 100% of the outstanding public shares if the Company’s
board of directors determines in its sole discretion at any time
prior to the Extended Date that the Company will be unable to
consummate an initial business combination by the Extended Date.
The purpose of the Director Election Proposal is to satisfy certain
listing requirements of The Nasdaq Stock Market
(“Nasdaq”).
The
Company’s prospectus for its initial public offering
(“IPO”) and its charter provide that the Company has
only until May 22, 2019 to complete a business combination (after
giving effect to the two three-month extensions the Company
previously obtained pursuant to the charter). There is not
sufficient time before May 22, 2019 to allow the Company to
consummate an initial business combination. Accordingly, our board
has determined that it is in the best interests of our stockholders
to extend the date that the Company has to consummate an initial
business combination to the Extended Date.
The
Company has agreed that if the Extension Amendment proposal is
approved and the Extension is implemented, it will deposit (each
deposit being referred to herein as a “Deposit”) into
the trust account established in connection with the IPO (the
“trust account”) $0.02 for each public share that is
not converted in connection with the stockholder vote to approve
the Extension, for each 30-day period, or portion thereof, that is
needed by the Company to complete an initial business combination
from May 22, 2019 until the Extended Date. Alternatively, if the
Company does not have the funds necessary to make the Deposit
referred to above, Big Rock Partners Sponsor, LLC, the
Company’s sponsor (the “sponsor”), and BRAC
Lending Group LLC (the sponsor and BRAC Lending Group LLC being
collectively referred to herein as the “Insiders”), a
stockholder of the Company and an entity affiliated with
EarlyBirdCapital, Inc., the representative of the underwriters in
the IPO, have agreed that they and/or any of their respective
affiliates or designees will contribute to the Company as a loan
(each loan being referred to herein as a
“Contribution”) $0.02 for each public share that is not
converted in connection with the stockholder vote to approve the
Extension, for each 30-day period, or portion thereof, that is
needed by the Company to complete an initial business combination
from May 22, 2019 until the Extended Date. Accordingly, if the
Company takes until the Extended Date to complete an initial
business combination, which would represent three 30-day periods
through the Extended Date, the Company or Insiders would make
aggregate Deposits or Contributions of approximately $414,000
(assuming no public shares were converted). Each Deposit or
Contribution will be placed in the trust account within two
business days prior to the beginning of such 30-day period (or
portion thereof), other than the first Deposit or Contribution
which will be made on the day of the approval and implementation of
the Extension Amendment. Accordingly, if the Extension Amendment is
approved and the Extension is implemented and the Company takes the
full time through the Extended Date to complete an initial business
combination, the conversion amount per share at the meeting for
such business combination or the Company’s subsequent
liquidation will be approximately $10.48 per share (without taking
into account any interest), in comparison to the current conversion
amount of approximately $10.42 per share. The Company and Insiders
will not make any Deposit or Contribution unless the Extension
Amendment is approved and the Extension is completed. The
Contribution(s) will not bear any interest and will be repayable by
the Company to the Insiders or their affiliates upon consummation
of an initial business combination. The loans will be forgiven if
the Company is unable to consummate an initial business combination
except to the extent of any funds held outside of the trust
account. The Company or Insiders, as applicable, will have the sole
discretion whether to continue extending for additional 30-day
periods until the Extended Date and if the Company or Insiders, as
applicable, determine not to continue extending for additional
30-day periods, the obligation to make additional Deposits or
Contributions will terminate. If this occurs, or if the
Company’s board of directors otherwise determines that the
Company will not be able to consummate an initial business
combination by the Extended Date and does not wish to seek an
additional extension, the Company would wind up the Company’s
affairs and redeem 100% of the outstanding public shares in
accordance with the same procedures set forth below that would be
applicable if the Extension Amendment proposal is not
approved.
The
holders of shares of common stock issued in the Company’s IPO
(the “public shares”) may elect to convert their public
shares into their pro rata portion of the funds held in the trust
account (calculated as of two business days prior to the meeting)
if the Extension is implemented (the “Conversion”).
Holders of public shares do not need to vote on the Extension
Amendment proposal or be a holder of record on the record date to
exercise conversion rights. The per-share pro rata portion of the
trust account on the record date (which is expected to be the same
approximate amount two business days prior to the meeting) was
approximately $10.42. The closing price of the Company’s
common stock on the record date was $10.41. Accordingly, if the
market price were to remain the same until the date of the meeting,
exercising conversion rights would result in a public stockholder
receiving approximately $0.01 more than if he sold his stock in the
open market. The Company cannot assure stockholders that they will
be able to sell their shares of Company common stock in the open
market, even if the market price per share is higher than the
conversion price stated above, as there may not be sufficient
liquidity in its securities when such stockholders wish to sell
their shares.
If the
Extension Amendment proposal is not approved, as contemplated by
our IPO prospectus and in accordance with our charter, 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 with the
aggregate amount then on deposit in the trust account and (iii)
thereafter seek to dissolve and liquidate as described in more
detail in this proxy statement.
If the Extension Amendment proposal
is approved and the Extension is implemented, but the
Company’s board of directors subsequently determines that the
Company will not be able to consummate an initial business
combination by the Extended Date (and does not wish to seek an
additional extension), approval of the Early Termination Proposal
will allow the Company’s board of directors to follow the
same procedures set forth above (as if the Extension Amendment
proposal was not approved) without needing any further stockholder
approval.
If the
Extension Amendment is approved, stockholders will also be asked to
elect three members to the Board as Class I directors. If the
Extension Amendment is not approved, neither the Early Termination
Proposal nor the Director Election Proposal will be presented as we
will be forced to dissolve and liquidate.
The
Company’s board of directors has fixed the close of business
on April 30, 2019 as the date for determining the Company’s
stockholders entitled to receive notice of and vote at the annual
meeting and any adjournment thereof. Only holders of
record of the Company’s common stock on that date are
entitled to have their votes counted at the annual meeting or any
adjournment thereof. A complete list of stockholders of record
entitled to vote at the annual meeting will be available for ten
days before the annual meeting at the Company’s principal
executive offices for inspection by stockholders during ordinary
business hours for any purpose germane to the annual
meeting.
After
careful consideration of all relevant factors, the Company’s
board of directors has determined that (i) the Extension Amendment
proposal is fair to and in the best interests of the Company and
its stockholders, has declared it advisable and recommends that you
vote or give instruction to vote “FOR” such proposal;
and (ii) recommends that you vote or give instruction to vote
“FOR” the Early Termination Proposal and the election
of the director nominees named in this proxy
statement.
Enclosed is the
proxy statement containing detailed information concerning the
Extension Amendment, the Early Termination Proposal, the Director
Election Proposal and the annual meeting. Whether or not
you plan to attend the annual meeting, we urge you to read this
material carefully and vote your shares.
I look
forward to seeing you at the meeting.
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May 7,
2019
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By
Order of the Board of Directors
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/s/
Richard Ackerman
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Chairman, President and Chief Executive Officer
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Your vote is important. Please sign, date and return
your proxy card as soon as possible to make sure that your shares
are represented at the annual meeting. If you are a
stockholder of record, you may also cast your vote in person at the
annual meeting. If your shares are held in an account at
a brokerage firm or bank, you must instruct your broker or bank how
to vote your shares, or you may cast your vote in person at the
annual meeting by obtaining a proxy from your brokerage firm or
bank. Your failure to vote or instruct your broker or
bank how to vote will have the same effect as voting against each
of the proposals.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be held on May
21, 2019: This notice of meeting and the
accompany proxy statement are available at
https://www.cstproxy.com/bigrockpartners/2019.
BIG ROCK PARTNERS ACQUISITION CORP.
2645 N. FEDERAL HIGHWAY, SUITE 230
DELRAY BEACH, FLORIDA 33483
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 21, 2019
PROXY STATEMENT
Big
Rock Partners Acquisition Corp. (the “Company,”
“Big Rock Partners,” “we,” “us”
or “our”), a Delaware corporation, is providing this
proxy statement in connection with the solicitation by the Board of
proxies to be voted at the Annual Meeting to be held on May 21,
2019, at the offices of the Company’s special counsel,
Graubard Miller, 405 Lexington Avenue, 11th Floor, New York,
New York 10174.
The
Company’s annual reports for the fiscal years ended December
31, 2018 and 2017 (the “Annual Reports”), which contain
the Company’s audited financial statements for 2018 and 2017,
are enclosed with this proxy statement.
At the
annual meeting, the following proposals will be considered and
voted upon:
●
a proposal to amend
(the “Extension Amendment”) the Company’s amended
and restated certificate of incorporation (the
“charter”) to extend the date by which the Company has
to consummate a business combination (the “Extension”)
from May 22, 2019 to August 22, 2019 (the “Extended
Date”);
●
a proposal to
approve the early winding up of the Company and redemption of 100%
of the outstanding public shares as described in the accompanying
proxy statement if the Company’s board of directors
determines at any time prior to the Extended Date that the Company
will be unable to consummate an initial business combination by the
Extended date (the “Early Termination Proposal”);
and
●
a proposal to elect
three members of the Company’s board of directors (the
“Board”) as Class I directors, to hold office until the
second succeeding annual meeting and until their respective
successors are duly elected and qualified (the “Director
Election Proposal”).
The
purpose of the Extension Amendment is to allow the Company more
time to complete an initial business combination. The purpose of
the Early Termination Proposal is to obtain any necessary
stockholder approval to wind up the Company’s affairs and
redeem 100% of the outstanding public shares if the Company’s
board of directors determines in its sole discretion at any time
prior to the Extended Date that the Company will be unable to
consummate an initial business combination by the Extended date and
does not wish to seek an additional extension. The purpose of the
Director Election Proposal is to satisfy certain listing
requirements of The Nasdaq Stock Market
(“Nasdaq”).
The
Company’s prospectus for its initial public offering
(“IPO”) and its charter provide that the Company has
only until May 22, 2019 to complete a business combination (after
giving effect to the two three-month extensions the Company
previously obtained pursuant to the charter). There is not
sufficient time before May 22, 2019 to allow the Company to
consummate an initial business combination. Accordingly, our board
has determined that it is in the best interests of our stockholders
to extend the date that the Company has to consummate a business
combination to the Extended Date.
The
holders of shares of common stock issued in the IPO (the
“public shares”) may elect to convert their public
shares into their pro rata portion of the funds held in the trust
account established at the time of the IPO (the “trust
account”) if the Extension is implemented (the
“Conversion”). Holders of public shares do not need to
vote on the Extension Amendment proposal or be a holder of record
on the record date to exercise conversion rights.
Approval of the
Extension Amendment is a condition to the implementation of the
Extension. In addition, we will not proceed with the Extension if
we do not have at least $5,000,001 of net tangible assets following
approval of the Extension Amendment proposal, after taking into
account the Conversion.
If the
Extension Amendment is approved, the amount remaining in the trust
account may be only a small fraction of the approximately $71.9
million that was in the trust account as of the record date. In
such event, the Company may need to obtain additional funds to
complete a proposed business combination and there can be no
assurance that such funds will be available on terms acceptable to
the parties or at all. Additionally, if the Extension Amendment is
approved, the Company’s rights and warrants will remain
outstanding in accordance with their existing terms.
The
Company has agreed that if the Extension Amendment proposal is
approved and the Extension is implemented, it will deposit (each
deposit being referred to herein as a “Deposit”) into
the trust account established in connection with the IPO (the
“trust account”) $0.02 for each public share that is
not converted in connection with the stockholder vote to approve
the Extension, for each 30-day period, or portion thereof, that is
needed by the Company to complete an initial business combination
from May 22, 2019 until the Extended Date. Alternatively, if the
Company does not have the funds necessary to make the Deposit
referred to above, Big Rock Partners Sponsor, LLC, the
Company’s sponsor (the “sponsor”), and BRAC
Lending Group LLC (the sponsor and BRAC Lending Group LLC being
collectively referred to herein as the “Insiders”), a
stockholder of the Company and an entity affiliated with
EarlyBirdCapital, Inc., the representative of the underwriters in
the IPO, have agreed that they and/or any of their respective
affiliates or designees will contribute to the Company as a loan
(each loan being referred to herein as a
“Contribution”) $0.02 for each public share that is not
converted in connection with the stockholder vote to approve the
Extension, for each 30-day period, or portion thereof, that is
needed by the Company to complete an initial business combination
from May 22, 2019 until the Extended Date. Accordingly, if the
Company takes until the Extended Date to complete an initial
business combination, which would represent three 30-day periods
through the Extended Date, the Company or Insiders would make
aggregate Deposits or Contributions of approximately $414,000
(assuming no public shares were converted). Each Deposit or
Contribution will be placed in the trust account within two
business days prior to the beginning of such 30-day period (or
portion thereof), other than the first Deposit or Contribution
which will be made on the day of the approval and implementation of
the Extension Amendment. Accordingly, if the Extension Amendment is
approved and the Extension is implemented and the Company takes the
full time through the Extended Date to complete an initial business
combination, the conversion amount per share at the meeting for
such business combination or the Company’s subsequent
liquidation will be approximately $10.48 per share (without taking
into account any interest), in comparison to the current conversion
amount of approximately $10.42 per share. The Company and Insiders
will not make any Deposit or Contribution unless the Extension
Amendment is approved and the Extension is completed. The
Contribution(s) will not bear any interest and will be repayable by
the Company to the Insiders or their affiliates upon consummation
of an initial business combination. The loans will be forgiven if
the Company is unable to consummate an initial business combination
except to the extent of any funds held outside of the trust
account. The Company or Insiders, as applicable, will have the sole
discretion whether to continue extending for additional 30-day
periods until the Extended Date and if the Company or Insiders, as
applicable, determine not to continue extending for additional
30-day periods, the obligation to make additional Deposits or
Contributions will terminate. If this occurs, or if the
Company’s board of directors otherwise determines that the
Company will not be able to consummate an initial business
combination by the Extended Date and does not wish to seek an
additional extension, the Company would wind up the Company’s
affairs and redeem 100% of the outstanding public shares in
accordance with the same procedures set forth below that would be
applicable if the Extension Amendment proposal is not
approved.
If the
Extension Amendment proposal is not approved, as contemplated by
our IPO prospectus and in accordance with our charter, 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, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, divided by the number of
then 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.
The
holders of shares of common stock issued prior to the IPO
(“insider shares”) have waived their rights to
participate in any liquidation distribution with respect to the
1,725,000 insider shares as well as the shares (“private
shares”) included in the 272,500 units (“private
placement units”) purchased by them simultaneously with the
IPO. EarlyBirdCapital, Inc. and its designees have also waived
their rights to participate in any liquidation distributions with
respect to the 138,000 shares issued to them in connection with the
IPO (“representative shares”). As a consequence of such
waivers, a liquidating distribution will be made only with respect
to the public shares. There will be no distribution from the trust
account with respect to the Company’s rights or warrants,
which will expire worthless in the event we wind up.
If the
Extension Amendment proposal is not approved and the Company
liquidates, A/Z Property Partners, LLC
(“A/Z Property”), an entity majority owned by Richard
Ackerman, the Company’s Chairman, President and Chief
Executive Officer, has agreed that it 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 $10.00 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 our IPO against certain liabilities, including liabilities under
the Securities Act. In the event that an executed waiver is deemed
to be unenforceable against a third party, A/Z Property will not be
responsible for such third party claims. Furthermore, it will not
be liable to our public stockholders and instead will only have
liability to us. There is no assurance, however, that it
will be able to satisfy those obligations to us. Based on the cash
available to the Company outside of its trust account for working
capital and the Company’s outstanding expenses owed to all
creditors (both those that have signed trust fund waivers and those
that have not), it is not anticipated that A/Z Property will have
any indemnification obligations. Accordingly, regardless of whether
an indemnification obligation exists, the per share liquidation
price for the public shares is anticipated to be $10.42, plus
interest. Nevertheless, the Company cannot assure you that the per
share distribution from the trust account, if the Company
liquidates, will not be less than $10.42, plus interest, due to
unforeseen claims of creditors.
Under
the Delaware General Corporation Law (the “DGCL”),
stockholders may be held liable for claims by third parties against
a corporation to the extent of distributions received by them in a
dissolution. If the corporation complies with certain procedures
set forth in Section 280 of the DGCL 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
stockholder’s 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. However, because the Company will not be complying
with Section 280 of the DGCL, Section 281(b) of the DGCL 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 ten years. Because we are a blank check company, rather
than an operating company, and our operations have been and will
continue to 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.
If the
Extension Amendment proposal is approved and the Extension is
implemented, the Company will (i) remove from the trust account an
amount (the “Withdrawal Amount”) equal to the pro rata
portion of funds available in the trust account relating to the
converted public shares and (ii) deliver to the holders of such
converted public shares their pro rata portion of the Withdrawal
Amount. The remainder of such funds, plus the Deposits
or Contributions, shall remain in the trust account and be
available for use by the Company to complete a business combination
on or before the Extended Date. Holders of public shares
who do not convert their public shares now will retain their
conversion rights and their ability to vote on a business
combination through the Extended Date if the Extension Amendment is
approved and the Extension is implemented.
If the Extension Amendment proposal
is approved and the Extension is implemented, but the
Company’s board of directors subsequently determines that the
Company will not be able to consummate an initial business
combination by the Extended Date (and does not wish to seek an
additional extension), approval of the Early Termination Proposal
will allow the Company’s board of directors to follow the
same procedures set forth above (as if the Extension Amendment
proposal was not approved) without needing any further stockholder
approval.
The
record date for the annual meeting is April 30,
2019. Record holders of shares of the Company’s
common stock at the close of business on the record date are
entitled to vote or have their votes cast at the annual
meeting. On the record date, there were 9,035,500 outstanding shares of Company
common stock, including 6,900,000 outstanding public
shares. The Company’s rights and warrants do not
have voting rights.
This
proxy statement contains important information about the annual
meeting and the proposals. Please read it carefully and
vote your shares.
This
proxy statement is dated May 7, 2019 and is first being mailed to
stockholders, along with the Annual Reports, on or about that
date.
QUESTIONS
AND ANSWERS ABOUT THE ANNUAL MEETING
These
Questions and Answers are only summaries of the matters they
discuss. They do not contain all of the information that
may be important to you. You should read carefully the
entire document, including the annexes to this proxy
statement.
Q.
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Why am I receiving this proxy statement?
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A. The
Company is a blank check company formed in September 2017 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 businesses or
entities. In November 2017, the Company consummated its
IPO from which it derived gross proceeds of $69,000,000 (including
$9,000,000 from the exercise of the underwriters’
over-allotment option). Like most blank check companies,
our charter provides for the return of the IPO proceeds held in the
trust account to the holders of public shares if there is no
qualifying business combination(s) consummated on or before a
certain date (in our case, after the two extensions we were
permitted to obtain pursuant to our charter, May 22, 2019). The
board of directors believes that it is in the best interests of the
stockholders to continue the Company’s existence until the
Extended Date in order to allow the Company more time to complete
an initial business combination and is therefore holding this
annual meeting.
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Q.
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What is being voted on?
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A. You
are being asked to vote on
● a proposal to amend
the Company’s charter to extend the date by which the Company
has to consummate a business combination to the Extended
Date;
● a proposal to
approve the early winding up of the Company and redemption of 100%
of the outstanding public shares as herein if the Company’s
board of directors determines at any time prior to the Extended
Date that the Company will be unable to consummate an initial
business combination by the Extended date; and
● a proposal to elect
three members of the Board as Class I directors, to hold office
until the second succeeding annual meeting and until their
respective successors are duly elected and qualified.
Approval
of the Extension Amendment is a condition to the implementation of
the Extension.
If the
Extension is implemented, the Company will remove the Withdrawal
Amount from the trust account, deliver to the holders of converted
public shares the pro rata portion of the Withdrawal Amount and
retain the remainder of the funds in the trust account, plus the
Deposits or Contributions, for the Company’s use in
connection with consummating a business combination on or before
the Extended Date.
We will
not proceed if we do not have at least $5,000,001 of net tangible
assets following approval of the Extension Amendment proposal,
after taking into account the Conversion.
If the
Extension Amendment proposal is approved and the Extension is
implemented, the removal of the Withdrawal Amount from the trust
account will reduce the Company’s net asset value. The
Company cannot predict the amount that will remain in the trust
account if the Extension Amendment proposal is approved and the
amount remaining in the trust account may be only a small fraction
of the approximately $71.9 million that was in the trust account as
of the record date. In such event, the Company may need to obtain
additional funds to complete its business combination and there can
be no assurance that such funds will be available on terms
acceptable to the parties or at all.
If the
Extension Amendment proposal is not approved, 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, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, divided by the number of
then 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.
If the Extension Amendment proposal is not approved, neither the
Early Termination Proposal nor the Director Election Proposal will
be submitted to stockholders for a vote as we will be dissolving
and liquidating promptly after the annual meeting.
The
holders of the insider shares, private shares and representative
shares have waived their rights to participate in any liquidation
distribution with respect to such shares. There will be
no distribution from the trust account with respect to our rights
and warrants, which will expire worthless in the event we wind
up. The Company will pay the costs of liquidation from
its remaining assets outside of the trust account. If
such funds are insufficient, A/Z Property has agreed to advance it
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.
|
Q.
|
Why is the Company proposing the Extension Amendment
proposal?
|
A. The
Company’s charter provides for the return of the IPO proceeds
held in the trust account to the holders of public shares if there
is no qualifying business combination(s) consummated on or before
May 22, 2019 (after giving effect to the two three-month extensions
the Company previously obtained pursuant to the charter).
The Company will not be able to consummate an initial
business combination by May 22, 2019. Accordingly, the Company has
determined to seek stockholder approval to extend the date by which
the Company has to complete a business
combination.
The
Company believes that given the Company’s expenditure of
time, effort and money on searching for potential business
combination opportunities, circumstances warrant providing public
stockholders an opportunity to consider a proposed business
combination. Accordingly, the Company’s board of directors is
proposing the Extension Amendment to extend the Company’s
corporate existence until the Extended
Date.
You are not being asked to vote on any proposed business
combination at this time. If the Extension is implemented and you
do not elect to convert your public shares now, you will retain the
right to vote on any proposed business combination when and if one
is submitted to stockholders and the right to convert your public
shares into a pro rata portion of the trust account in the event a
proposed business combination is approved and completed or the
Company has not consummated a business combination by the Extended
Date.
|
Q.
|
Why should I vote for the Extension Amendment?
|
A. The
Company’s board of directors believes stockholders will
benefit from the Company consummating an initial business
combination and is proposing the Extension Amendment to extend the
date by which the Company has to complete a business combination
until the Extended Date and to allow for the Conversion. The
Extension would give the Company additional time to complete a
business combination.
Given
the Company’s expenditure of time, effort and money on
searching for potential business combination opportunities,
circumstances warrant providing public stockholders an opportunity
to consider a proposed business combination, inasmuch as the
Company is also affording stockholders who wish to convert their
public shares as originally contemplated, the opportunity to do so
as well. Accordingly, we believe that the Extension is consistent
with the spirit in which the Company offered its securities to the
public.
|
Q.
|
Why is the Company proposing the Early Termination
Proposal?
|
A. The
purpose of the Early Termination Proposal is to obtain any
necessary stockholder approval to wind up the Company’s
affairs and redeem 100% of the outstanding public shares if the
Company’s board of directors determines in its sole
discretion at any time prior to the Extended Date that the Company
will be unable to consummate an initial business combination by the
Extended Date and does not wish to seek an additional
extension.
Accordingly,
if the Extension Amendment proposal is approved and the Extension
is consummated, but the Company’s board of directors
subsequently determines that the Company will not be able to
consummate an initial business combination by the Extended Date
(and does not wish to seek an additional extension), the
Company’s board of directors will be able to determine in its
sole discretion whether to cease efforts to consummate an initial
business combination and to instead proceed to redeem 100% of the
outstanding public shares and liquidate and dissolve the
Company.
|
Q.
|
Why is the Company proposing the Director Election
proposal?
|
A. On
January 7, 2019, Big Rock Partners received a notice from the
Listing Qualifications Department of Nasdaq stating that the
Company failed to hold an annual meeting of stockholders to elect
directors within 12 months after its fiscal year ended December 31,
2017, as required by Nasdaq Listing Rule 5620(a). Accordingly, Big
Rock Partners is proposing the Director Election proposal to regain
compliance with the Nasdaq Listing Rules.
In
addition to sending stockholders this proxy statement, we are
sending stockholders our Annual Reports covering the fiscal years
ended December 31, 2018 and 2017 so that the Company may discuss
with stockholders the financial statements of both years and
stockholders can ask questions of the Company related to such
financial statements.
|
Q.
|
How do the Company’s executive officers, directors and
affiliates intend to vote their shares?
|
A. All
of the Company’s directors, executive officers and their
respective affiliates, as well as BRAC Lending Group, are expected
to vote any common stock over which they have voting control
(including any public shares owned by them) in favor of the
Extension Amendment proposal, in favor of the Early Termination
Proposal and in favor of the election of the director nominees
named in this proxy statement.
The
Company’s sponsor, directors and executive officers together
with BRAC Lending Group and their respective affiliates are not
entitled to convert any shares in connection with the Extension
Amendment. On the record date, the Company’s sponsor,
directors and executive officers as well as BRAC Lending Group and
their respective affiliates beneficially owned and were entitled to
vote 1,725,000 insider shares, 272,500 private shares and 138,000
representative shares, representing approximately 23.6% of the
Company’s issued and outstanding common stock.
Neither the Company’s sponsor, directors or executive
officers nor BRAC Lending Group or any of their respective
affiliates beneficially owned any public shares as of the record
date. However, they may choose to buy public shares in the open
market and/or through negotiated private purchases after the date
of this proxy statement. In the event that purchases do
occur, the purchasers may seek to purchase shares from stockholders
who would otherwise have voted against the Extension Amendment
and/or elected to convert their shares. Any public
shares so purchased will be voted in favor of the Extension
Amendment proposal, the Early Termination Proposal and the election
of the director nominees named in this proxy
statement.
|
Q.
|
What vote is required to adopt each proposal?
|
A. Extension
Amendment. Approval of the Extension Amendment will require
the affirmative vote of holders of a majority of the issued and
outstanding shares of the Company’s common stock as of the
record date.
Early Termination Proposal. Approval of the Early
Termination Proposal will require the affirmative vote of the
holders of a majority of the issued and outstanding shares of the
Company’s common stock represented in person or by proxy at
the meeting and entitled to vote thereon.
Director Election Proposal. The nominees that receive the
affirmative vote of a plurality of the issued and outstanding
shares of the Company’s common stock represented in person or
by proxy at the meeting and entitled to vote thereon, will be
elected as directors. “Plurality” means that the
individuals who receive the largest number of votes cast
“FOR” are elected as directors.
|
Q.
|
What if I don’t want to vote for the Extension Amendment
proposal, the Early Termination Proposal or the director
nominee?
|
A. If
you do not want the Extension Amendment to be approved, you must
abstain, not vote, or vote against the proposal. If the
Extension Amendment is approved, and the Extension is implemented,
then the Withdrawal Amount will be withdrawn from the trust account
and paid to the converting or non-voting holders.
If you
do not want the Early Termination Proposal to be approved or the
director nominees named in this proxy statement to be elected, you
must abstain, not vote or vote against the proposal and/or
nominee.
|
Q.
|
Will you seek any further extensions to liquidate the trust
account?
|
A. Other
than the extension until the Extended Date as described in this
proxy statement, the Company does not currently anticipate seeking
any further extension to consummate a business combination,
although it may determine to do so in the future.
|
Q.
|
What happens if the Extension Amendment is
not approved?
|
A. If
the Extension Amendment is not approved, 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, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, divided by the number of
then 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.
The
holders of the insider shares, private shares and representative
shares waived their rights to participate in any liquidation
distribution with respect to such shares. There will be
no distribution from the trust account with respect to our rights
and warrants which will expire worthless in the event we wind
up. The Company will pay the costs of liquidation from
its remaining assets outside of the trust account, which it
believes are sufficient for such purposes. If such funds
are insufficient, A/Z Property has agreed to advance the Company
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 the Extension Amendment proposal is not approved, neither the
Early Termination Proposal or Director Election Proposal will be
submitted to stockholders for a vote as we will be dissolving and
liquidating promptly after the annual meeting.
|
Q.
|
If the Extension Amendment proposal is approved, what happens
next?
|
A. If
the Extension Amendment is approved, the Company will continue to
attempt to consummate an initial business combination until the
Extended Date or the earlier date on which the Company’s
board of directors otherwise determines in its sole discretion that
it will not be able to consummate an initial business combination
by the Extended Date and does not wish to seek an additional
extension.
The
Company will remain a reporting company under the Securities
Exchange Act of 1934 and its units, common stock, rights and
warrants will remain publicly traded until the Extended
Date.
If the
Extension Amendment proposal is approved, the removal of the
Withdrawal Amount from the trust account will reduce the amount
remaining in the trust account and increase the percentage interest
of Company shares held by the Insiders and the Company’s
officers, directors and their
affiliates.
|
Q.
|
Would I still be able to exercise my conversion rights if I vote
against any subsequently proposed business
combination?
|
A. Unless
you elect to convert your shares, you will be able to vote on any
subsequently proposed business combination when it is submitted to
stockholders. If you disagree with the business combination, you
will retain your right to vote against it and/or convert your
public shares upon consummation of the business combination in
connection with the stockholder vote to approve such business
combination, subject to any limitations set forth in the
charter.
|
Q.
|
How do I change my vote?
|
A. If
you have submitted a proxy to vote your shares and wish to change
your vote, you may do so by delivering a later-dated, signed proxy
card to the Company’s secretary prior to the date of the
annual meeting or by voting in person at the annual
meeting. Attendance at the annual meeting alone will not
change your vote. You also may revoke your proxy by
sending a notice of revocation to the Company located at 2645 N.
Federal Highway, Suite 230, Delray Beach, Florida 33483, Attn:
Corporate Secretary.
|
Q.
|
How are votes counted?
|
A. Votes
will be counted by the inspector of election appointed for the
meeting, who will separately count “FOR” and
“AGAINST” votes, abstentions and broker non-votes. The
Extension Amendment proposal must be approved by the affirmative
vote of a majority of the issued and outstanding shares of common
stock as of the record date. The Early Termination proposal must be
approved by the affirmative vote of a majority of the issued and
outstanding shares of the Company’s common stock represented
in person or by proxy at the meeting and entitled to vote thereon.
The nominees that receive the affirmative vote of a plurality of
the issued and outstanding shares of the Company’s common
stock, represented in person or by proxy at the meeting and
entitled to vote thereon, will be elected as
directors.
With
respect to the Extension Amendment proposal, abstentions and broker
non-votes will have the same effect as “AGAINST”
votes. Abstentions and broker non-votes will not have
any effect on the Early Termination proposal. If your shares are
held by your broker as your nominee (that is, in “street
name”), you may need to obtain a proxy form from the
institution that holds your shares and follow the instructions
included on that form regarding how to instruct your broker to vote
your shares. If you do not give instructions to your
broker, your broker can vote your shares with respect to
“discretionary” items, but not with respect to
“non-discretionary” items. Discretionary
items are proposals considered routine under the rules of the New
York Stock Exchange applicable to member brokerage
firms. These rules provide that for routine matters your
broker has the discretion to vote shares held in street name in the
absence of your voting instructions. On
non-discretionary items for which you do not give your broker
instructions, the shares will be treated as broker
non-votes.
Any
shares not voted “FOR” any director nominee (whether as
a result of an abstention, a direction to withhold authority or a
broker non-vote) will not be counted in the nominee’s
favor.
|
Q.
|
If my shares are held in “street name,” will my broker
automatically vote them for me?
|
A. No.
Your broker can vote your shares only if you provide instructions
on how to vote. You should instruct your broker to vote
your shares. Your broker can tell you how to provide
these instructions.
|
Q.
|
What is a quorum requirement?
|
A. A
quorum of stockholders is necessary to hold a valid
meeting. A quorum will be present if at least a majority
of the outstanding shares of common stock on the record date are
represented by stockholders present at the meeting or by
proxy.
Your
shares will be counted towards the quorum only if you submit a
valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote in person at the annual
meeting. Abstentions and broker non-votes will be
counted towards the quorum requirement. If there is no
quorum, a majority of the votes present at the annual meeting may
adjourn the annual meeting to another date.
|
Q.
|
Who can vote at the annual meeting?
|
A. Only
holders of record of the Company’s common stock at the close
of business on April 30, 2019 are entitled to have their vote
counted at the annual meeting and any adjournments or postponements
thereof. On the record date, 9,035,500 shares of common
stock were outstanding and entitled to vote.
Stockholder of Record: Shares Registered in Your
Name. If on the record date your shares were
registered directly in your name with the Company’s transfer
agent, Continental Stock Transfer & Trust Company, then
you are a stockholder of record. As a stockholder of
record, you may vote in person at the annual meeting or vote by
proxy. Whether or not you plan to attend the annual
meeting in person, we urge you to fill out and return the enclosed
proxy card to ensure your vote is counted.
Beneficial Owner: Shares Registered in the Name of a Broker or
Bank. If on the record date your shares were
held, not in your name, but rather in an account at a brokerage
firm, bank, dealer, or other similar organization, then you are the
beneficial owner of shares held in “street name” and
these proxy materials are being forwarded to you by that
organization. As a beneficial owner, you have the right
to direct your broker or other agent on how to vote the shares in
your account. You are also invited to attend the annual
meeting. However, since you are not the stockholder of
record, you may not vote your shares in person at the annual
meeting unless you request and obtain a valid proxy from your
broker or other agent.
|
Q.
|
Does the board recommend voting for the approval of the
Extension Amendment, the Early Termination Proposal and the
Director Election Proposal?
|
A. Yes. After
careful consideration of the terms and conditions of these
proposals, the board of directors of the Company has determined
that the Extension Amendment proposal is fair to and in the best
interests of the Company and its stockholders. The board
of directors recommends that the Company’s stockholders vote
“FOR” the Extension Amendment proposal, the Early
Termination Proposal and the election of the director nominees
named in this proxy statement.
|
Q.
|
What interests do the Company’s directors and officers have
in the approval of the proposals?
|
A. The
Company’s directors, officers and their affiliates have
interests in the proposals that may be different from, or in
addition to, your interests as a stockholder. These
interests include, but are not limited to, ownership of insider
shares and private shares, rights and warrants that will become
worthless if the Extension Amendment is not approved, loans by them
that will not be repaid in the event of our winding up and the
possibility of future compensatory arrangements. See the
section entitled “The Annual
Meeting—Interests of the Company’s Directors and
Officers.”
|
Q.
|
What if I object to the Extension Amendment? Do I have
appraisal rights?
|
A. Company
stockholders do not have appraisal rights in connection with the
Extension Amendment under the DGCL.
|
Q.
|
What happens to the Company’s warrants if the Extension
Amendment is not approved?
|
A. If
the Extension Amendment is not approved by May 22, 2019, 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, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, divided by the number of
then 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. In such
event, your warrants will become worthless.
|
Q.
|
What happens to the Company’s rights and warrants if the
Extension Amendment proposal and Early Termination Proposal is
approved?
|
A. If
the Extension Amendment proposal and Early Termination Proposal are
approved, the Company will continue to attempt to consummate a
business combination until the Extended Date or an earlier date if
the Company’s board of directors determines in its sole
discretion that it will not be able to consummate an initial
business combination by the Extended Date and does not wish to seek
an additional extension. The rights and warrants will
remain outstanding in accordance with their terms during any
extension period. The rights will still automatically
convert into one-tenth of a share of common stock on the
consummation of any business combination. The warrants will still
become exercisable commencing on the consummation of any business
combination.
|
Q.
|
What do I need to do now?
|
A. The
Company urges you to read carefully and consider the information
contained in this proxy statement, including the annexes, and to
consider how the proposals will affect you as a Company
stockholder. You should then vote as soon as possible in
accordance with the instructions provided in this proxy statement
and on the enclosed proxy card.
|
Q.
|
How do I vote?
|
A. If
you are a holder of record of Company common stock, you may vote in
person at the annual meeting or by submitting a proxy for the
annual meeting. Whether or not you plan to attend the
annual meeting in person, we urge you to vote by proxy to ensure
your vote is counted. You may submit your proxy by
completing, signing, dating and returning the enclosed proxy card
in the accompanying pre-addressed postage paid
envelope. You may still attend the annual meeting and
vote in person if you have already voted by proxy.
If your
shares of Company common stock are held in “street
name” by a broker or other agent, you have the right to
direct your broker or other agent on how to vote the shares in your
account. You are also invited to attend the annual
meeting. However, since you are not the stockholder of
record, you may not vote your shares in person at the annual
meeting unless you request and obtain a valid proxy from your
broker or other
agent.
|
Q.
|
How do I convert my shares of Company common stock?
|
A. If
the Extension is implemented, each
public stockholder may seek to convert his public shares for a pro rata portion of the
funds available in the trust account, less any franchise and income
taxes owed on such funds but not yet paid. Holders of public shares
do not need to vote on the Extension Amendment proposal or be a
holder of record on the record date to exercise conversion
rights.
To demand conversion, you must either physically tender your stock
certificates to Continental Stock Transfer & Trust Company, the
Company’s transfer agent, at Continental Stock Transfer &
Trust Company, 1 State Street, New York, New York 10004, Attn: Mark
Zimkind, mzimkind@continentalstock.com, prior to the vote for the Extension Amendment or
deliver your shares to the transfer agent electronically using The
Depository Trust Company’s DWAC (Deposit/Withdrawal At
Custodian) System, which election would likely be determined based
on the manner in which you hold your shares. You will only be
entitled to receive cash in connection with a conversion of these
shares if you continue to hold them until the effective date of the
Extension.
|
Q.
|
What should I do if I receive more than one set of voting
materials?
|
A. You
may receive more than one set of voting materials, including
multiple copies of this proxy statement and multiple proxy cards or
voting instruction cards, if your shares are registered in more
than one name or are registered in different
accounts. For example, if you hold your shares in more
than one brokerage account, you will receive a separate voting
instruction card for each brokerage account in which you hold
shares. Please complete, sign, date and return each
proxy card and voting instruction card that you receive in order to
cast a vote with respect to all of your Company
shares.
|
Q.
|
Who is paying for this proxy solicitation?
|
A. The
Company will pay for the entire cost of soliciting
proxies. In addition to these mailed proxy materials,
our directors and officers may also solicit proxies in person, by
telephone or by other means of communication. These
parties will not be paid any additional compensation for soliciting
proxies. We may also reimburse brokerage firms, banks
and other agents for the cost of forwarding proxy materials to
beneficial owners.
|
Q.
|
Who can help answer my questions?
|
A. If
you have questions about the proposals or if you need additional
copies of the proxy statement or the enclosed proxy card you should
contact:
Big
Rock Partners Acquisition Corp.
2645 N.
Federal Highway, Suite 230
Delray
Beach, Florida 33483
Attn:
Richard Ackerman
Telephone:
(310) 734-2300
or
Advantage
Proxy, Inc.
P.O.
Box 13581
Des
Moines, WA 98198
Toll
Free Telephone: (877) 870-8565
Main
Telephone: (206) 870-8565
E-mail:
ksmith@advantageproxy.com
You may
also obtain additional information about the Company from documents
filed with the SEC by following the instructions in the section
entitled “Where You Can Find
More Information.”
|
FORWARD-LOOKING STATEMENTS
We
believe that some of the information in this proxy statement
constitutes forward-looking statements. You can identify
these statements by forward-looking words such as
“may,” “expect,” “anticipate,”
“contemplate,” “believe,”
“estimate,” “intends,” and
“continue” or similar words. You should read
statements that contain these words carefully because
they:
●
discuss future
expectations;
●
contain projections
of future results of operations or financial condition;
or
●
state other
“forward-looking” information.
We
believe it is important to communicate our expectations to our
stockholders. However, there may be events in the future
that we are not able to predict accurately or over which we have no
control. The cautionary language discussed in this proxy
statement provide examples of risks, uncertainties and events that
may cause actual results to differ materially from the expectations
described by us in such forward-looking statements, including,
among other things, claims by third parties against the trust
account, unanticipated delays in the distribution of the funds from
the trust account and the Company’s ability to finance and
consummate a business combination following the distribution of
funds from the trust account. You are cautioned not to
place undue reliance on these forward-looking statements, which
speak only as of the date of this proxy statement.
All
forward-looking statements included herein attributable to the
Company or any person acting on the Company’s behalf are
expressly qualified in their entirety by the cautionary statements
contained or referred to in this section. Except to the
extent required by applicable laws and regulations, the Company
undertakes no obligation to update these forward-looking statements
to reflect events or circumstances after the date of this proxy
statement or to reflect the occurrence of unanticipated
events.
BACKGROUND
The Company
We are
a Delaware company incorporated on September 18, 2017 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 businesses or
entities.
In
November 2017, we consummated our IPO of 6,900,000 units, including
900,000 units that were subject to the underwriters’
over-allotment option, with each unit consisting of one share of
common stock, one right entitling the holder to receive one-tenth
(1/10) of one share of common stock upon the consummation of an
initial business combination and one-half of one redeemable
warrant, with each whole warrant to purchase one share of common
stock. The units were sold at an offering price of $10.00 per
unit, generating gross proceeds of $69,000,000.
Prior
to our IPO, we issued an aggregate of 1,725,000 insider shares for
an aggregate purchase price of $25,000.
Simultaneous with
the consummation of the IPO, we consummated the private placement
of an aggregate of 272,500 private placement units at a price of
$10.00 per private placement unit, generating total proceeds of
$2,725,000. A portion of the net proceeds of the IPO and the
proceeds of the sale of the private placement units were deposited
in the trust account. As of the record date, the Company
had approximately $71.9 million of cash in the trust
account.
The
mailing address of the Company’s principal executive office
is 2645 N. Federal Highway, Suite 230, Delray Beach, Florida 33483,
and its telephone number is (310) 734-2300.
THE
EXTENSION AMENDMENT PROPOSAL AND EARLY TERMINATION
PROPOSAL
The Extension Amendment Proposal
The Company is proposing to amend its charter to
extend the date by which the Company has to consummate a business
combination to the Extended Date. The Extension Amendment is
essential to the overall implementation of the board of
directors’ plan to allow the Company more time to complete an
initial business combination. Approval of the Extension
Amendment is a condition to the implementation of the
Extension. A copy of the
proposed amendment to the charter of the Company is attached to
this proxy statement as Annex A.
All
holders of the Company’s public shares, whether they vote for
or against the Extension Amendment or do not vote at all, will be
permitted to convert all or a portion of their public shares into
their pro rata portion of the trust account, provided that the
Extension is implemented. Holders of public shares do
not need to be a holder of record on the record date in order to
exercise conversion rights. We will not proceed with the Extension
if we do not have at least $5,000,001 of net tangible assets
following approval of the Extension Amendment proposal, after
taking into account the Conversion.
The
per-share pro rata portion of the trust account on the record date
(which is expected to be the same approximate amount two business
days prior to the meeting) was approximately $10.42. The closing
price of the Company’s common stock on the record date was
$10.41. Accordingly, if the market price were to remain the same
until the date of the meeting, exercising conversion rights would
result in a public stockholder receiving approximately $0.01 more
than if he sold his stock in the open market. The Company cannot
assure stockholders that they will be able to sell their shares of
Company common stock in the open market, even if the market price
per share is higher than the conversion price stated above, as
there may not be sufficient liquidity in its securities when such
stockholders wish to sell their shares.
The
Company has agreed that if the Extension Amendment proposal is
approved and the Extension is implemented, it will make the Deposit
of $0.02 for each public share that is not converted in connection
with the stockholder vote to approve the Extension, for each 30-day
period, or portion thereof, that is needed by the Company to
complete an initial business combination from May 22, 2019 until
the Extended Date. Alternatively, if the Company does not have the
funds necessary to make the Deposit referred to above, the Insiders
have agreed that they and/or any of their respective affiliates or
designees will make the Contribution of $0.02 for each public share
that is not converted in connection with the stockholder vote to
approve the Extension, for each 30-day period, or portion thereof,
that is needed by the Company to complete an initial business
combination from May 22, 2019 until the Extended Date. Accordingly,
if the Company takes until the Extended Date to complete an initial
business combination, which would represent three 30-day periods
through the Extended Date, the Company or Insiders would make
aggregate Deposits or Contributions of approximately $414,000
(assuming no public shares were converted). Each Deposit or
Contribution will be placed in the trust account within two
business days prior to the beginning of of such 30-day period (or
portion thereof), other than the first Deposit or Contribution
which will be made on the day of the approval and implementation of
the Extension Amendment. Accordingly, if the Extension Amendment is
approved and the Extension is implemented and the Company takes the
full time through the Extended Date to complete an initial business
combination, the conversion amount per share at the meeting for
such business combination or the Company’s subsequent
liquidation will be approximately $10.48 per share (without taking
into account any interest), in comparison to the current conversion
amount of approximately $10.42 per share. The Company and Insiders
will not make any Deposit or Contribution unless the Extension
Amendment is approved and the Extension is implemented. The
Contributions will not bear any interest and will be repayable by
the Company to the Insiders or their affiliates upon consummation
of an initial business combination. The loans will be forgiven if
the Company is unable to consummate an initial business combination
except to the extent of any funds held outside of the trust
account. The Company or Insiders, as applicable, will have the sole
discretion whether to continue extending for additional 30-day
periods until the Extended Date and if the Company or Insiders, as
applicable, determine not to continue extending for additional
30-day periods, their obligation to make additional Deposits or
Contributions will terminate. If this occurs, or if the
Company’s board of directors otherwise determines that the
Company will not be able to consummate an initial business
combination by the Extended Date and does not wish to seek an
additional extension, the Company would wind up the Company’s
affairs and redeem 100% of the outstanding public shares in
accordance with the same procedures set forth below that would be
applicable if the Extension Amendment proposal is not
approved.
The Early Termination Proposal
The
Company is proposing the Early Termination Proposal to obtain any
necessary stockholder approval to wind up the Company’s
affairs and redeem 100% of the outstanding public shares if the
Company’s board of directors determines in its sole
discretion at any time prior to the Extended Date that the Company
will be unable to consummate an initial business combination by the
Extended Date and does not wish to seek an additional extension.
Accordingly, if the Extension Amendment proposal is approved and
the Extension is consummated, but the Company’s board of
directors subsequently determines that the Company will not be able
to consummate an initial business combination by the Extended Date
(and does not wish to seek an additional extension), the
Company’s board of directors will be able to determine in its
sole discretion whether to cease efforts to consummate an initial
business combination and to instead proceed to redeem 100% of the
outstanding public shares and liquidate and dissolve the
Company.
Reasons for the Proposals
The
Company’s IPO prospectus and charter provide that the Company
has until May 22, 2019 to complete a business combination (after
giving effect to the two three-month extensions the Company
previously obtained pursuant to the charter). The Company believes
that given the Company’s expenditure of time, effort and
money on searching for potential business combination
opportunities, circumstances warrant providing public stockholders
an opportunity to consider a proposed business combination.
Accordingly, since the Company will not be able to complete an
initial business combination by May 22, 2019, the Company has
determined to seek stockholder approval to extend the time for
closing a business combination beyond May 22, 2019 to the Extended
Date. The Company and its officers and directors agreed that it
would not seek to amend the Company’s charter to allow for a
longer period of time to complete a business combination unless it
provided holders of public shares with the right to seek conversion
of their public shares in connection therewith.
The
purpose of the Early Termination Proposal is to obtain any
necessary stockholder approval to wind up the Company’s
affairs and redeem 100% of the outstanding public shares if the
Company’s board of directors determines in its sole
discretion at any time prior to the Extended Date that the Company
will be unable to consummate an initial business combination by the
Extended date and does not wish to seek an additional
extension.
If the Extension Amendment Proposal Is Not Approved
If the
Extension Amendment is not approved, 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, at a
per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including any interest but
net of franchise and income taxes payable, divided by the number of
then 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.
If the
Extension Amendment is not approved, the Company or Insiders, as
applicable, will not make the Deposit or Contribution, as
applicable, and the Early Termination Proposal and Director
Election Proposal will not be presented to
stockholders.
The
holders of the insider shares, private shares and representative
shares have waived their rights to participate in any liquidation
distribution with respect to such shares. There will be
no distribution from the trust account with respect to the
Company’s rights and warrants which will expire worthless in
the event the Extension Amendment is not approved. The
Company will pay the costs of liquidation from its remaining assets
outside of the trust account. If such funds are
insufficient, A/Z Property has agreed to advance it 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 the Extension Amendment proposal and Early Termination Proposal
are Approved
If the
Extension Amendment proposal and Early Termination Proposal are
approved, the Company will file an amendment to the charter with
the Secretary of State of the State of Delaware in the form of
Annex A hereto to extend
the time it has to complete a business combination until the
Extended Date. The Company will then continue to attempt to
consummate a business combination until the Extended Date or until
the Company’s board of directors determines in its sole
discretion that it will not be able to consummate an initial
business combination by the Extended Date as described below and
does not wish to seek an additional extension. The Company will
remain a reporting company under the Securities Exchange Act of
1934 and its units, common stock, rights and warrants will remain
publicly traded during the extension period. The rights
and warrants will continue in existence in accordance with their
terms.
You are not being asked to vote on any business
combination at this time. If the Extension is implemented and you
do not elect to convert your public shares now, you will retain the
right to vote on any proposed business combination when and if it
is submitted to stockholders and
the right to convert your public shares into a pro rata portion of
the trust account in the event the proposed business combination is
approved and completed or if the Company has not consummated a
business combination by the Extended Date.
If the
Extension Amendment proposal is approved, and the Extension is
implemented, the removal of the Withdrawal Amount from the
trust account will reduce the Company’s net asset
value. The Company cannot predict the amount that will
remain in the trust account if the Extension Amendment proposal is
approved, and the amount remaining in the trust account may be only
a small fraction of the approximately $71.9 million that was in the
trust account as of the record date. However, we will
not proceed if we do not have at least $5,000,001 of net tangible
assets following approval of the Extension Amendment proposal
(after taking into account the conversion of public
shares).
Conversion Rights
If the
Extension Amendment proposal is approved, and the Extension is implemented, each public
stockholder may seek to convert his public shares for a pro rata
portion of the funds available in the trust account, less any
franchise and income taxes owed on such funds but not yet paid,
calculated as of two business days prior to the meeting. Holders of
public shares do not need to vote on the Extension Amendment
proposal or be a holder of record on the record date to exercise
conversion rights.
TO DEMAND CONVERSION, YOU MUST
EITHER PHYSICALLY TENDER YOUR STOCK CERTIFICATES TO CONTINENTAL
STOCK TRANSFER & TRUST COMPANY, THE COMPANY’S TRANSFER
AGENT, AT CONTINENTAL STOCK TRANSFER & TRUST COMPANY, 1 STATE
STREET, NEW YORK, NEW YORK 10004, ATTN: MARK ZIMKIND,
MZIMKIND@CONTINENTALSTOCK.COM, PRIOR TO THE VOTE FOR THE EXTENSION
AMENDMENT OR DELIVER YOUR SHARES TO THE TRANSFER AGENT
ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC
(DEPOSIT/WITHDRAWAL AT CUSTODIAN) SYSTEM. You will only be entitled to receive cash in
connection with a conversion of these shares if you continue to
hold them until the effective date of the Extension Amendment and
Conversion. The requirement for physical or electronic
delivery prior to the vote at the annual meeting ensures that a
converting holder’s election is irrevocable once the
Extension Amendment is approved. In furtherance of such
irrevocable election, stockholders making the election will not be
able to tender their shares after the vote at the annual
meeting.
The
electronic delivery process through the DWAC system can be
accomplished by the stockholder, whether or not it is a record
holder or its shares are held in “street name,” by
contacting the transfer agent or its broker and requesting delivery
of its shares through the DWAC system. Delivering shares physically
may take significantly longer. In order to obtain a physical stock
certificate, a stockholder’s broker and/or clearing broker,
DTC, and the Company’s transfer agent will need to act
together to facilitate this request. There is a nominal cost
associated with the above-referenced 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 a nominal amount and the broker would determine whether or
not to pass this cost on to the redeeming holder. It is the
Company’s understanding that stockholders should generally
allot at least two weeks to obtain physical certificates from the
transfer agent. The Company does not have any control over this
process or over the brokers or DTC, and it may take longer than two
weeks to obtain a physical stock certificate. Such stockholders
will have less time to make their investment decision than those
stockholders that deliver their shares through the DWAC system.
Stockholders who request physical stock certificates and wish to
convert may be unable to meet the deadline for tendering their
shares before exercising their conversion rights and thus will be
unable to convert their shares.
Certificates that
have not been tendered in accordance with these procedures prior to
the vote for the Extension Amendment will not be converted into a
pro rata portion of the funds held in the trust account. In the
event that a public stockholder tenders its shares and decides
prior to the vote at the annual meeting that it does not want to
convert its shares, the stockholder may withdraw the tender. If you
delivered your shares for conversion to our transfer agent and
decide prior to the vote at the annual meeting not to convert your
shares, you may request that our transfer agent return the shares
(physically or electronically). You may make such request by
contacting our transfer agent at address listed above. In the event
that a public stockholder tenders shares and the Extension
Amendment is not approved or is abandoned, these shares will be
redeemed in accordance with the terms of the charter promptly
following the meeting, as described elsewhere herein. The Company
anticipates that a public stockholder who tenders shares for
conversion in connection with the vote to approve the Extension
Amendment would receive payment of the conversion price for such
shares soon after the completion of the Extension Amendment. The
transfer agent will hold the certificates of public stockholders
that make the election until such shares are converted for cash or
redeemed in connection with our winding up.
If
properly demanded, the Company will convert each public share for a
pro rata portion of the funds available in the trust account,
less any franchise and income taxes
owed on such funds but not yet paid, calculated as of two
business days prior to the meeting. As of the record date, this
would amount to approximately $10.42 per share (which is expected
to be the same approximate amount as of two business days prior to
the meeting). The closing price of the Company’s common stock
on the record date was $10.41. Accordingly, if the market price
were to remain the same until the date of the meeting, exercising
conversion rights would result in a public stockholder receiving
approximately $0.01 more than if he sold his stock in the open
market. Additionally, if the Extension Amendment is approved and
the Company or Insiders make the Deposit or Contribution, the
conversion price for any subsequent business combination or
liquidation will be approximately $10.48, or $0.06 per share more
than the current conversion price.
If you
exercise your conversion rights, you will be exchanging your shares
of the Company’s common stock for cash and will no longer own
the shares. You will be entitled to receive cash for these shares
only if you properly demand conversion by tendering your stock
certificate(s) to the Company’s transfer agent prior to the vote for the Extension
Amendment. If the Extension Amendment is not approved or if
it is abandoned, these shares will be redeemed in accordance with
the terms of the charter promptly following the meeting as
described elsewhere herein.
THE DIRECTOR ELECTION PROPOSAL
Election of Directors
Our
board of directors is divided into two classes with only one class
of directors being elected in each year and each class serving a
two-year term. The term of office of the Class I directors,
consisting of Lori B. Wittman, Michael Fong and Stuart F. Koenig,
will expire at this annual meeting of stockholders. The term of
office of the Class II directors, currently consisting of Richard
Ackerman, Richard Birdoff, Albert G. Rex and Troy T. Taylor, will
expire at the next annual meeting.
At the
annual meeting, three Class I directors will be elected to the
Company’s board of directors to serve for the ensuing
two-year period or until their respective successors are elected
and qualified or their earlier resignation or removal. The board of
directors has determined to nominate Lori B. Wittman, Michael Fong
and Stuart F. Koenig for election as the Class I directors. The
biographies of the nominees are set forth below.
The
election of directors requires a plurality vote of the shares of
common stock present in person or represented by proxy and entitled
to vote at the annual meeting. “Plurality” means that
the individuals who receive the largest number of votes cast
“FOR” are elected as directors. Consequently, any
shares not voted “FOR” a particular nominee (whether as
a result of an abstention, a direction to withhold authority or a
broker non-vote) will not be counted in the nominee’s
favor.
Unless
authority is withheld or the shares are subject to a broker
non-vote, the proxies solicited by the board of directors will be
voted “FOR” the election of the nominee. In case the
nominee becomes unavailable for election to the board of directors,
an event that is not anticipated, the persons named as proxies, or
their substitutes, will have full discretion and authority to vote
or refrain from voting in accordance with their
judgment.
Information About Executive Officers, Directors and
Nominees
If the
proposed nominees are elected, the Company’s directors and
executive officers will be as follows:
Name
|
|
Age
|
|
Position
|
Richard
Ackerman
|
|
60
|
|
Chairman,
President and Chief Executive Officer
|
Lori B.
Wittman
|
|
60
|
|
Chief
Financial Officer and Director
|
Bennett
Kim
|
|
46
|
|
Chief
Investment Officer
|
Richard
Birdoff
|
|
60
|
|
Director
|
Michael
Fong
|
|
74
|
|
Director
|
Stuart
F. Koenig
|
|
66
|
|
Director
|
Albert
G. Rex
|
|
64
|
|
Director
|
Troy T.
Taylor
|
|
61
|
|
Director
|
Richard
Ackerman, our Chairman,
President and Chief Executive Officer since September 18, 2017,
formed Big Rock Partners (“BRP”) in 2004. BRP is an
opportunistic real estate investment firm that has invested in and
managed over $800 million in assets since its formation. In 2012,
BRP began to focus on senior housing development as there was a
distinct supply – demand imbalance and fragmentation in
senior housing developers, and formed Big Rock Senior Housing, a
national leader in developing and managing new Class A senior
housing communities of $50 million and more. Class A housing
communities consist of prestigious buildings with high quality
standard finishes, state of the art systems, exceptional
accessibility and a defined market presence competing for premier
senior housing users with rents above average for the area. Mr.
Ackerman serves as the Senior Managing Principal of BRP and Big
Rock Senior Housing. Prior to BRP, from 2001 to 2004, Mr. Ackerman
served as the Head of the Los Angeles office of Apollo, overseeing
all investments on the U.S. West Coast and Japan for the global
private equity firm. In August 1999, Mr. Ackerman was appointed by
Apollo as the Chief Executive Officer of Atlantic Gulf Communities
Corporation (an Apollo portfolio company) in order to restructure
the company and served in that capacity until April 2001. This
publicly traded development and asset management company's primary
operations included the development and sale of home sites and land
tracts and the construction and sale of oceanfront condominiums.
From September 1996 to August 1999, Mr. Ackerman was President and
co-founder of Crocker Realty Trust, a private REIT (an Apollo
portfolio company) specializing in the ownership and development of
office space in the southeastern United States. Prior to 1996, he
was president and co-founder of Crocker Realty Investors, a
publicly traded REIT and a portfolio company of the first Apollo
Real Estate Investment Fund. The company specialized in the
ownership and development of office space until its sale to
Highwoods Properties, Inc. In addition to the foregoing business
experience, Mr. Ackerman served as Chief Executive Officer and a
director of ALDA Office Properties, Inc. (“ALDA”)
during 2011. ALDA was formed in 2011 to acquire, own and operate
office properties in select markets primarily in Northern and
Southern California. In 2011, ALDA filed a registration statement
for its initial public offering, which offering was subsequently
abandoned due to market conditions. Mr. Ackerman is also a former
Director of Summerville Senior Living, Inc., which is one of the
largest assisted living companies in the nation. Mr. Ackerman
graduated with a B.A. from Tulane University and a J.D. from the
Tulane School of Law.
We
believe Mr. Ackerman is well-qualified to serve as a member of our
board due to his broad and deep expertise in senior housing,
development and operations of both senior housing and real
estate.
Lori B.
Wittman, our Chief Financial
Officer and a director, since September 18, 2017, most recently
served as the Executive Vice President and Chief Financial Officer
of Care Capital Properties, Inc. (“CCP”), a public
healthcare real estate investment trust with a diversified
portfolio of triple-net leased properties focused on the post-acute
sector, from August 2015 (after a spin-off from Ventas, Inc.
(“Ventas”)) to August 2017 (due to the merger of CCP
and Sabra Healthcare REIT, Inc.). A triple-net leased property is a
property leased pursuant to an agreement where the tenant or lessee
agrees to pay all real estate taxes, building insurance, and
maintenance (the three "nets") on the property in addition to any
normal fees that are expected under the agreement (rent, utilities,
etc.) Ms. Wittman previously served as Senior Vice President,
Capital Markets and Investor Relations of Ventas, a leading real
estate investment trust with a diverse portfolio of more than 1,600
assets in the United States, Canada and the United Kingdom consists
of seniors housing communities, medical office buildings, skilled
nursing facilities, hospitals and other properties, from 2013 to
2015 and as Vice President, Capital Markets and Investor Relations
of Ventas from 2011 to 2013. From 2006 to 2011, she was the Chief
Financial Officer and Managing Principal of BRP. Before that, Ms.
Wittman held various capital markets and finance positions with
General Growth Properties, Inc., Heitman, Homart Development
Company, Citibank and Mellon Bank. She has been a member of the
Board of Directors of IMH Financial Corporation, a real estate
investment and finance company, since July 2014, and of Global
Medical Property Trust, a real estate investment trust, since May
2018 (also serving as a member of its audit committee and
compensation committee). In addition to the foregoing business
experience, Ms. Wittman served as Chief Financial Officer of ALDA
during 2011. Ms. Wittman received a B.A. in Geography and Sociology
from Clark University, a Masters in City Planning from the
University of Pennsylvania and an M.B.A. from the University of
Chicago.
We
believe Ms. Wittman is well-qualified to serve as a member of our
board due to her substantial experience in finance, capital markets
and investor relations for both private and public
companies.
Bennett Kim, our Chief Investment Officer and Corporate
Secretary since September 18, 2017, has served as the Managing
Principal of Big Rock Senior Housing since January 2016. Mr. Kim
was the Chief Investment Officer at BRP from May 2006 to July 2014
and was responsible for acquisitions, development, asset
management, and dispositions. From July 2014 to December 2015, Mr.
Kim served as the Head of Acquisitions for Carefree Communities,
the fifth largest national owner and operator of manufactured
housing communities and RV parks with 103 communities and 28,000
sites. From January 2001 to May 2006, Mr. Kim served as a Vice
President at Apollo and was responsible for new investments and
investment management including the development of a $400 million
mixed-use project that consists of two hotels, two condominium
towers, retail, office and structured parking. Mr. Kim also
formulated work-out strategies for one of the largest assisted
living companies in the nation while at Apollo. Between 1999 to
2000, Mr. Kim was an Assistant Vice President at Oaktree Capital
Management, where he evaluated and executed investments in the U.S.
and Japan for funds then totaling $1.7 billion of equity.
Previously, Mr. Kim worked as an Associate at Merrill Lynch Real
Estate Investment Banking, where he evaluated financing
alternatives for public and private real estate companies. Mr. Kim
also worked as a Senior Analyst at Walt Disney Imagineering and as
an Analyst at Disney Development Company. In addition to the
foregoing business experience, Mr. Kim served as Chief Investment
Officer of ALDA during 2011. Mr. Kim is currently on the Board of
Directors of UHI Soho Global, a Cayman Islands based hedge fund.
Mr. Kim graduated with an M.B.A. from Harvard Business School and a
B.A. in Economics from UCLA.
Richard J.
Birdoff, who has served as one
of our directors since November 20, 2017, has served as President
of RD Management and Realty Investors Development Corp. (“RD
Management”), a privately held retail real estate developer
and manager, since January 2015. Mr. Birdoff is responsible for all
aspects of the day-to-day operations of the company including
development, construction, acquisitions, sales and dispositions.
Mr. Birdoff joined RD Management in 1991 as a principal and
Executive Vice President and since 1994, he has developed in excess
of 10,000,000 sq. ft. of shopping centers. Mr. Birdoff previously
served on the Board of Directors of Crocker Realty Investors, a
Florida based publicly held real estate investment trust. Mr.
Birdoff has been engaged in the real estate business for more than
30 years. He received an undergraduate degree from Emory College in
1980 and his Juris Doctorate degree in 1983 from Emory University
Law School. Following his graduation, Mr. Birdoff worked for IRT
Properties in Atlanta, Georgia. Thereafter, in 1984, he joined
Bertram Associates of Union, New Jersey where Mr. Birdoff served as
associate counsel. Bertram Associates, at the time was one of New
Jersey’s largest residential developers. Mr. Birdoff then
transitioned to be a principal in the real estate development
industry with Bertram Associates focusing on site acquisition,
construction and sales of residential homes.
We
believe Mr. Birdoff is well-qualified to serve as a member of our
board due to his extensive real estate experience.
Michael Fong, who has served as one of our directors since
November 20, 2017, serves as the Chairman and Chief Executive
Officer of JF International Ltd. (“JF International”),
a private equity firm he founded since 2003. JF International
invests and manages a diversified portfolio of worldwide
investments in real estate and operating companies. In 2015, JF
International joined with BRP to invest in the luxury senior
housing sector. From 1994 to 2003, Mr. Fong was the Managing
Director of The ALJ Group which is based in Jeddah, Kingdom of
Saudi Arabia and is one of the largest privately held business
enterprises in the Middle East. Mr. Fong also previously served
from 1990 to 1994 as the President of Jaymont Properties, Inc., a
real estate development and management company with a substantial
portfolio of premier office and mixed used properties located in
the central business district of major cities such as New York,
Boston, San Francisco, Orlando, Chicago, and Miami. From 1979 to
1990, Mr. Fong was President of Intercap Investments, Inc, a
commercial developer of real estate central business district
projects in Miami and Coral Gables. From 1998 to 1999, Mr. Fong was
the President of the Coral Gables, FL Chamber of Commerce and
served on its Board of Directors for several years. Prior to 1979,
Mr. Fong was President of Interfin Investments, Inc., an investment
banking firm based in Lincoln, Nebraska and New York. From 1975 to
1979, Mr. Fong was a Vice President and also served as Assistant to
the President of DuPont Walston, Inc., a major retail brokerage and
investment banking firm with over 200 branches across the United
States. Mr. Fong began his business career in 1971 with EDS, a firm
founded by H. Ross Perot, and was sent to New York when Mr. Perot
made an investment in DuPont Glore Forgan when EDS was awarded a
major data processing contract for redesigning a new system for the
brokerage business.
We
believe Mr. Fong is well-qualified to serve as a member of our
board due to his expertise in real estate and finance.
Stuart
Koenig, who has served as one
of our directors since November 20, 2017, has over forty years of
diversified experience in the real estate, investment banking and
financial services industries. His experience includes every aspect
of commercial and residential real estate including acquisition,
financing, leasing, property management and disposition. Mr. Koenig
most recently served as a Senior Partner in the real estate
division of Ares Management, LP (“Ares”), a global
alternative asset manager with over $100 billion of assets under
management, from 2013 to 2016. Mr. Koenig served as Chair of the
Investment Committees of the real estate funds of Ares, which
collectively had $8 billion under management. From 1995 to 2013,
Mr. Koenig served as the Global Chief Financial Officer, Chief
Administrative Officer and Senior Partner of AREA Property Partners
(“AREA”), a global real estate investment and asset
management firm that raised and invested approximately $14 billion
of client equity in more than 600 transactions across all sectors
of real estate. Mr. Koenig oversaw the financing and administrative
activities for AREA and was also responsible for its reporting,
human resources, compliance, legal and structuring activities. Mr.
Koenig helped negotiate and execute the sale of AREA to Ares
Management in 2013. Prior to AREA, Mr. Koenig worked in various
positions in investment bank including Goldman Sachs & Co.
(1986-1994) and EF Hutton Inc. (1981-1986). From 1997-2014, Mr.
Koenig served as the lead independent director and member of the
compensation committee of Emeritus Corporation (NYSE: ESC) one of
the largest publicly traded owners and operators of assisted living
facilities in the country and helped oversee the sale of the
company to Brookdale Senior Living (NYSE: BKD) in 2014. Mr. Koenig
currently serves as Trustee for the Binghamton University Endowment
Fund and is Chair of its Investment Committee and also provides
consulting services for the U.S. investment activity of Profimex,
an Israel based real estate investment firm. Mr. Koenig has a B.A.
from Binghamton University and an MBA from Baruch College of the
City University of N.Y.
We
believe Mr. Koenig is well-qualified to serve as a member of our
board due to his extensive and deep expertise in real estate,
finance, acquisition and investment management.
Albert G.
Rex, who has served as one of
our directors since November 20, 2017, has served as the Managing
Director of Walker & Dunlop, a commercial real estate finance
company, since May 2012. In this role, Mr. Rex has been involved in
over 1500 loans totaling more than $15 billion in transactions. Mr.
Rex has over 40 years of experience in the financing and equity
aspects of commercial real estate development throughout the U.S.
with a focus on the Southeast region. Mr. Rex spent the majority of
his career as a Managing Partner with Carey Kramer, a company he
helped found in 1983 and ultimately owned solely from 2001 until it
merged with Collateral Real Estate Capital in 2005. Collateral
later merged with Laureate Capital, LLC in 2007, to form
Grandbridge Real Estate Capital, LLC, a wholly-owned subsidiary of
BB&T. Mr. Rex is a graduate of University of Florida with a
degree in Finance and Real Estate and serves on their Real Estate
Advisory Board. He is an active member of the Mortgage Bankers
Association (MBA), Urban Land Institute (ULI), International
Council of Shopping Centers (ICSC), and National Association of
Industrial and Office Properties (NAIOP), where he has served as
President of the South Florida Chapter.
We
believe Mr. Rex is well-qualified to serve as a member of our board
due to his experience in finance and capital markets.
Troy T.
Taylor, who has served as one
of our directors since November 20, 2017, has served as President
of Algon Group, an advisory firm he founded, since 2002. Algon
Group is a specialized financial firm providing sophisticated
financial advisory services to stakeholders with complex,
challenging, and financially distressed situations. Mr. Taylor has
25 years of experience including investment banking, restructuring
(both in Chapter 11 and out-of-court) and senior management. Mr.
Taylor has served as the Chief Restructuring Officer, Chief
Executive Officer or Lead Financial Advisor in a broad range of
industries including manufacturing, distribution, hospitality, real
estate and retail. He has also served as a member of the Board of
Directors of several public and private companies, including
Keystone Consolidated Industries, Inc., Barjan, Inc., and
1-800-AutoTow, Inc. He currently serves as Vice Chairman of
Hyperion Bank located in Philadelphia. Before 2002, Mr. Taylor
served in various capacities with GMA Partners, Inc., KPMG Peat
Marwick, LLP, Morgan Keegan & Company, Inc., Oppenheimer &
Co., Inc. and Thomson McKinnon Securities, Inc. Mr. Taylor received
his B.S. in Economics and his MBA from The Wharton School,
University of Pennsylvania.
We
believe Mr. Taylor is well-qualified to serve as a member of our
board due to his experience in accounting, finance, capital markets
and investment management.
Corporate Governance Matters
Meetings and Committees of the Board of Directors of the
Company
During
the fiscal year ended December 31, 2017, the Company’s board
of directors held three meetings and during the fiscal year ended
December 31, 2018, the Company’s board of directors held two
meetings and acted by unanimous written consent one time. The
Company expects its directors to attend all board and any meetings
of committees of which they are members and to spend the time
needed and meet as frequently as necessary to properly discharge
their responsibilities. Each of the Company’s current
directors attended all of the meetings of the board in fiscal year
2018 and 2017. Although the Company does not have any formal policy
regarding director attendance at stockholder meetings, the Company
will attempt to schedule its meetings so that all of its directors
can attend.
The
Company has a separately standing audit committee, nominating
committee and compensation committee.
Independence of Directors
The
Company adheres to the rules of Nasdaq in determining whether a
director is independent. The board of directors of the Company
consults with its counsel to ensure that the board’s
determinations are consistent with those rules and all relevant
securities and other laws and regulations regarding the
independence of directors. The Nasdaq listing standards define an
“independent director” as a person, other than an
executive officer of a company or any other individual having a
relationship which, in the opinion of the issuer’s board of
directors, would interfere with the exercise of independent
judgment in carrying out the responsibilities of a director.
Messrs. Birdoff, Fong, Koenig, Rex and Taylor are the independent
directors of the Company. The Company’s independent directors
have meetings at which only independent directors are
present.
Board Leadership Structure and Role in Risk Oversight
Currently, Richard
Ackerman serves as the Company’s Chairman of the Board and
Chief Executive Officer. The Company’s board of
directors’ primary function is one of oversight. Its board of
directors as a whole has responsibility for risk oversight and
reviews management’s risk assessment and risk management
policies and procedures. Its audit committee discusses with
management the Company’s major financial risk exposures and
the committee reports findings to the Company’s board of
directors in connection with its risk oversight
review.
Audit Committee Information
Our
audit committee of the board of directors consists of Messrs. Fong,
Rex and Taylor (Chair), each of whom is an independent director
under Nasdaq’s listing standards. During the fiscal years
ended December 31, 2018 and 2017, the audit committee held five
meetings (and acted by written consent one time) and one meeting,
respectively. Mr. Fong attended fewer than 75% of the committe
meetings held in 2018. The audit committee has a written charter, a
copy of which is available on the Company’s website at
www.bigrockpartners.com.
The purpose of the audit committee is to appoint, retain, set
compensation of, and supervise the Company’s independent
accountants, review the results and scope of the audit and other
accounting related services and review the Company’s
accounting practices and systems of internal accounting and
disclosure controls. The audit committee’s specific duties
include:
● 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.
The
audit committee has been at all times be composed exclusively of
“independent directors” who are “financially
literate” as defined under Nasdaq’s listing standards.
Nasdaq’s standards define “financially literate”
as being able to read and understand fundamental financial
statements, including a company’s 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 individual’s financial
sophistication. The board of directors has determined that Mr.
Taylor qualifies as an “audit committee financial
expert,” as defined under rules and regulations of the
SEC.
Independent Auditors’ Fees
The
firm of Marcum LLP (“Marcum”) acts as the
Company’s independent registered public accounting firm.
Representatives of Marcum will be present at the annual meeting of
stockholders and they will be available to respond to appropriate
questions submitted by stockholders regarding the company’s
financial statements for the years ended December 31, 2018 and 2017
at the meeting. The following is a summary of fees paid or to be
paid to Marcum for services rendered.
Audit Fees. Audit
fees consist of fees billed for professional services rendered for
the audit of our year-end financial statements and services that
are normally provided by Marcum in connection with regulatory
filings. The aggregate fees billed by Marcum for professional
services rendered for the audit of our annual financial statements,
review of the financial information included in our Form 10-K and
other required filings with the SEC for the year ended December 31,
2018 and for the period from September 18, 2017 (inception) through
December 31, 2017 totaled approximately $53,000 and $75,000,
respectively. The above amounts include interim procedures, audit
fees, and consent issued for registration statements and comfort
letters.
Audit-Related Fees.
Audit-related services consist of fees billed for assurance and
related services that are reasonably related to performance of the
audit or review of our financial statements and are not reported
under “Audit Fees.” These services include attest
services that are not required by statute or regulation and
consultations concerning financial accounting and reporting
standards. We paid did not pay Marcum for consultations concerning
financial accounting and reporting standards for the year ended
December 31, 2018 and for the period from September 18, 2017
(inception) through December 31, 2017.
Tax Fees. We
did not pay Marcum for tax planning and tax advice for the year
ended December 31, 2018 and for the period from September 18, 2017
(inception) through December 31, 2017.
All Other Fees. We
did not pay Marcum for other services for the year ended December
31, 2018 and for the period from September 18, 2017 (inception)
through December 31, 2017.
Pre-Approval Policy
Our
audit committee was formed upon the consummation of our IPO. As a
result, the audit committee did not pre-approve all of the
foregoing services, although any services rendered prior to the
formation of our audit committee were approved by our board of
directors. Since the formation of our audit committee, and on a
going-forward basis, the audit committee has and will pre-approve
all auditing services and permitted non-audit services to be
performed for us by our auditors, including the fees and terms
thereof (subject to the de minimis exceptions for non-audit
services described in the Exchange Act which are approved by the
audit committee prior to the completion of the audit).
Audit Committee Report
The
Company’s audit committee is responsible for supervising the
Company’s independent accountants, reviewing the results and
scope of the audit and other accounting related services and
reviewing the Company’s accounting practices and systems of
internal accounting and disclosure controls, among other things.
These responsibilities include reviewing and discussing with
management and the independent auditor the annual audited financial
statements. The audit committee does not itself prepare financial
statements or perform audits, and its members are not auditors or
certifiers of the Company’s financial
statements.
In
fulfilling its oversight responsibility of appointing and reviewing
the services performed by the Company’s independent
registered public accounting firm, the audit committee carefully
reviews the policies and procedures for the engagement of the
independent registered public accounting firm, including the scope
of the audit, audit fees, auditor independence matters and the
extent to which the independent registered public accounting firm
may be retained to perform non-audit related services.
The
audit committee has reviewed and discussed the audited financial
statements for the years ended December 31, 2018 and 2017 with the
Company’s management and Marcum, the Company’s
independent registered public accounting firm. The audit committee
has also discussed with Marcum the matters required to be discussed
by the Statement on Auditing Standards No. 61, as amended (AICPA,
Professional Standards, Vol. 1, AU Section 380), as adopted by the
Public Company Accounting Oversight Board (United States) in Rule
3200T regarding “Communication with Audit
Committees.”
The
audit committee also has received and reviewed the written
disclosures and the letter from Marcum required by applicable
requirements of the Public Company Accounting Oversight Board
regarding Marcum’s communications with the audit committee
concerning independence, and has discussed with Marcum its
independence from the Company.
Based
on the reviews and discussions referred to above, the audit
committee recommended to the board that the financial statements
referred to above be included in the Company’s annual reports
on Form 10-K for the years ended December 31, 2018 and
2017.
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Members
of the Audit Committee:
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Michael Fong
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Albert G. Rex
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Troy T. Taylor
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Code of Ethics
The
Company’s board of directors has adopted a code of ethics
that applies to the Company’s executive officers, directors
and employees. The code of ethics codifies the business and ethical
principles that governs aspects of the Company’s business.
The Company will provide, without charge, upon request, copies of
its code of ethics. Requests for copies of the Company’s code
of ethics should be sent in writing to Big Rock Partners
Acquisition Corp., 2645 N. Federal Highway, Suite 230, Delray
Beach, Florida 33483.
Nominating Committee Information
Our
nominating committee consists of Messrs. Fong, Koenig, Rex (Chair).
Each of the members of the nominating committee is independent
under the applicable Nasdaq listing standards. The nominating
committee has a written charter, a copy of which is available on
the Company’s website at www.bigrockpartners.com. The
nominating committee is responsible for overseeing the selection of
persons to be nominated to serve on the Company’s board of
directors. During the fiscal years ended December 31, 2018 and
2017, the Company’s nominating committee did not meet.
However, the Company’s nominating committee met one time in
2019 to approve the nominees for election at this
meeting.
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 considers a number of qualifications relating
to management and leadership experience, background and integrity
and professionalism in evaluating a person’s 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.
Stockholders who
wish to recommend a candidate for election to the board of
directors in 2018 should send their letters to Big Rock Partners
Acquisition Corp., 2645 N. Federal Highway, Suite 230, Delray
Beach, Florida 33483, Attention: Nominating committee. The
Company’s secretary will promptly forward all such letters to
the members of the nominating committee. The secretary must receive
the stockholder’s letter no later than thirty days after the
end of the Company’s fiscal year and the letter must contain
the information described in the nominating committee
charter.
Compensation Committee Information
The
compensation committee of the board of directors consists of
Messrs. Birdoff, Koenig (Chair) and Taylor. Each of the members of
the compensation committee is independent under the applicable
Nasdaq listing standards. During the fiscal years ended December
31, 2018 and 2017, the Company’s compensation committee did
not meet. The compensation committee has a written charter, a copy
of which is available on the Company’s website at
www.bigrockpartners.com. The compensation committee’s duties,
which are specified in the 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 Officer’s compensation,
evaluating our Chief Executive Officer’s performance in light
of such goals and objectives and determining and approving the
remuneration (if any) of our Chief Executive Officer 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 below, no compensation of any kind,
including finders, consulting or other similar fees, will be paid
to any of the Company’s existing stockholders, including the
Company’s 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.
Executive Officer and Director Compensation
No
executive officer has received any cash compensation for services
rendered to us. Commencing on the date of the IPO, we paid our
sponsor $10,000 per month for providing us with office space and
certain office and secretarial services. However, this arrangement
was solely for our benefit and is not intended to provide our
officers and directors any compensation in lieu of salaries.
Effective August 20, 2018, our sponsor agreed to stop charging us
the monthly administrative fee.
Other
than as described above, no compensation of any kind, including
finders, consulting or other similar fees, will be paid to any of
our officers, directors, existing stockholders 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 upon consummation of a
business combination. 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.
Compensation Committee Interlocks and Insider
Participation
The
current members of our compensation committee are all independent
directors as determined in accordance with the rules of Nasdaq. No
member of our compensation committee during the last fiscal year
was or previously had been an executive officer or employee of
ours. None of our executive officers served as a director or member
of a compensation committee (or other committee serving an
equivalent function) of any other entity, an executive officer of
which served as one of our directors or a member of our
compensation committee.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS
Related Person Policy
Our
Code of Ethics, which we adopted upon consummation of the IPO,
requires 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 (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, is responsible
for reviewing and approving related-party transactions to the
extent we enter into such transactions. 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 uninterested
“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. 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 officers, directors, special advisors or
holders of insider shares unless we obtain an opinion from an
independent investment banking firm 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 advisors or holders of insider shares, or any
entity with which they are affiliated, be paid any finder’s
fee, consulting fee or other compensation prior to, or for any
services they render in order to effectuate, the consummation of a
business combination.
Related Person Transactions
In
September 2017, our sponsor purchased 1,437,500 shares of our
common stock for an aggregate purchase price of $25,000 or
approximately $0.017 per share. On November 20, 2017, the Company
effectuated a 1.2-for-1 stock dividend of its common stock
resulting in an aggregate of 1,725,000 founder's shares
outstanding. All share and per share amounts have been
retroactively restated to reflect the stock dividend.
In
connection with the IPO, our sponsor purchased an aggregate of
272,500 private placement units (for a total purchase price of
$2,725,000) from us. These purchases took place on a private
placement basis simultaneously with the consummation of the IPO.
The private placement units are identical to the units sold in the
IPO except that the warrants contained in the private placement
units: (i) are not be redeemable by us and (ii) may be exercised
for cash or on a cashless basis, so long as they are held by the
initial purchasers or any of their permitted transferees. The
purchasers of the private placement units have agreed not to
transfer, assign or sell any of their private placement units or
the common stock issuable upon conversion of the underlying rights
or exercise of the underlying warrants of the private placement
units (except to certain permitted transferees), until after the
completion of our initial business combination.
The
holder of the insider shares, private placement units,
representative shares and any private placement units issued upon
conversion of working capital loans (and the underlying securities
of any of the foregoing securities) are entitled to registration
rights pursuant to a registration rights agreement among the
Company and the holders of such securities. The holders of a
majority of these securities are entitled to make up to three
demands that we register such securities. 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.
During
the year ended December 31, 2017, our sponsor loaned to us a total
of $122,625 which was used in connection with a portion of the
expenses of the IPO. Also, during the year ended December 31, 2017,
our Chief Executive Officer loaned to us $25,000 which was used in
connection with a portion of the expenses of the IPO. These loans
were non-interest bearing, unsecured and were due at the closing of
the IPO. The loans were repaid upon the closing of the
IPO.
A/Z
Property, an entity majority owned by Richard Ackerman, our
Chairman, President and Chief Executive Officer, has agreed that it
will be liable to ensure that the proceeds in the trust account are
not reduced below $10.00 per share by the claims of target
businesses or claims of vendors or other entities that are owed
money by us for services rendered or contracted for or products
sold to us. We believe A/Z Property has sufficient net worth to
satisfy its indemnity obligation should it arise, however we cannot
assure you that A/Z Property will have sufficient liquid assets to
satisfy such obligations if it is required to do so. Additionally,
the agreement entered into by A/Z Property specifically provides
for two exceptions to the indemnity it has given: it will have no
liability (1) as to any claimed amounts owed to a target business
or vendor or other entity who has executed an 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, or (2) as to
any claims for indemnification by the underwriters of the IPO
against certain liabilities, including liabilities under the
Securities Act.
Commencing
on November 20, 2017, we paid our sponsor $10,000 per month for
certain general and administrative services, including office
space, utilities and administrative support. Effective August 20,
2018, our sponsor agreed to stop charging us the monthly
administrative fee.
On
November 17, 2018, the Company entered into an agreement with the
sponsor and BRAC Lending Group (the “BRAC Lending
Agreement”) pursuant to which the sponsor transferred an
aggregate of 1,500,000 insider shares to BRAC Lending Group for
$1.00. Pursuant to the agreement, the sponsor agreed to take all
actions reasonably necessary to extend the period of time the
Company had to consummate a business combination up to two times
for an aggregate of up to six months and BRAC Lending Group agreed
to loan the Company the funds necessary to obtain the extensions.
In connection therewith, on November 20, 2018, the Company issued
an unsecured promissory note in favor of BRAC Lending Group in the
original principal amount of $690,000 to provide the Company the
funds necessary to obtain the first three-month extension of time
to consummate an initial business combination pursuant to the
Company’s charter. On February 21, 2019, the Company issued a
second unsecured promissory note in favor of BRAC Lending Group in
the original principal amount of $690,000 to provide the Company
the funds necessary to obtain the second three-month extension of
time to consummate an initial business combination. The
above-referenced notes do not bear interest and mature upon closing
of a business combination by the Company. If the Company fails to
consummate a business combination, the outstanding debt under the
notes will be forgiven, except to the extent of any funds held
outside of the Company's trust account after paying all other fees
and expenses of the Company.
BRAC
Lending Group introduced the Company to a target for a potential
business combination and pursuant to the BRAC Lending Agreement,
BRAC Lending Group also agreed to loan the Company all funds
necessary to pay expenses incurred in connection with and in order
to consummate such business combination. Pursuant to the BRAC
Lending Agreement, the sponsor agreed to be responsible for all
liabilities of the Company as of November 17, 2018, except for
liabilities associated with the possible conversion of shares by
the Company’s public stockholders. The sponsor also agreed to
loan the Company the funds necessary to pay the expenses of the
Company (other than the business combination expenses that BRAC
Lending Group was advancing) through the closing of a business
combination when and as needed in order for the Company to continue
in operation. Upon consummation of a business combination, up to
$200,000 of the non-business combination related expenses will be
repaid by the Company to the sponsor provided that the Company has
funds available to it sufficient to repay such expenses as well as
to pay for all stockholder conversion, all business combination
expenses, repayment of the note, and any funds necessary for the
working capital requirements of the Company following closing of
the business combination. Any remaining amounts in excess of the
$200,000 maximum will be forgiven. If the Company does not
consummate a business combination, all outstanding loans made by
the sponsor will be forgiven.
In
order to meet our working capital needs following the consummation
of the IPO, our sponsor, officers and directors and 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
holder’s discretion, up to $1,500,000 of the notes may be
converted into private units at a price of $10.00 per unit. The
units would be identical to the private placement units. If we do
not complete a business combination, the loans will be
forgiven.
If
the Extension Amendment is approved and the Extension is
implemented, the sponsor and BRAC Lending Group will be making the
Contributions to the trust account if the Company is unable to make
the Deposits described herein.
Our
sponsor, members of our management team or their respective
affiliates will be entitled to 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.
After
our initial business combination, members of our management team
who remain with us may be paid consulting, 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 an 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 will require
prior approval by a majority of our uninterested
“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
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.
Section 16(a) Beneficial Ownership Reporting
Compliance
Section
16(a) of the Exchange Act requires the Company’s directors,
officers and persons owning more than 10% of the Company’s
common stock to file reports of ownership and changes of ownership
with the SEC. Based on its review of the copies of such reports
furnished to the Company, or representations from certain reporting
persons that no other reports were required, the Company believes
that all applicable filing requirements were complied with during
the fiscal year ended December 31, 2018.
The
Annual Meeting
Date, Time and Place. The
annual meeting of the Company’s stockholders will be held at
10:00 a.m., EST on May 21, 2019, at the offices of the
Company’s special counsel, Graubard Miller, at 405 Lexington
Avenue, 11th Floor, New York,
New York 10174.
Voting Power; Record
Date. You will be
entitled to vote or direct votes to be cast at the annual meeting,
if you owned Company common stock at the close of business on April
30, 2019, the record date for the annual
meeting. At the
close of business on the record date, there were 9,035,500
outstanding shares of Company common stock each of which entitles
its holder to cast one vote per proposal. Company rights and
warrants do not carry voting rights.
Proxies; Board
Solicitation. Your proxy is being solicited by
the Company’s board of directors on the proposals being
presented to stockholders at the annual meeting. No
recommendation is being made as to whether you should elect to
convert your shares. Proxies may be solicited in person or by
telephone. If you grant a proxy, you may still revoke
your proxy and vote your shares in person at the annual meeting.
Advantage Proxy,
Inc. is assisting the Company in the proxy solicitation process for
this annual meeting. The Company will pay that firm a $5,500 fee
plus disbursements for such services at the closing of any proposed
business combination.
Required Vote
The
affirmative vote by holders of a majority of the Company’s
issued and outstanding common stock is required to approve the
Extension Amendment. Abstentions and broker non-votes will
have the same effect as “AGAINST” votes with respect to
the Extension Amendment. All of the Company’s directors,
executive officers and their affiliates are expected to vote any
common stock owned by them in favor of the Extension
Amendment. On the record date, directors and executive
officers of the Company and their affiliates, as well as
EarlyBirdCapital, beneficially owned and were entitled to vote
1,725,000 insider shares, 272,500 private shares and 138,000
representative shares, representing approximately 23.6% of the
Company’s issued and outstanding common stock.
In
addition, the Company’s directors, executive officers,
EarlyBirdCapital and their respective affiliates may choose to buy
public shares in the open market and/or through negotiated private
purchases. In the event that purchases do occur, the
purchasers may seek to purchase shares from stockholders who would
otherwise have voted against the Extension Amendment proposal and
elected to convert their shares into a portion of the trust
account. Any public shares purchased by affiliates will
be voted in favor of the Extension Amendment proposal, the Early
Termination Proposal and the nominee for election under the
Director Election proposal.
The
affirmative vote of a majority of the Company’s issued and
outstanding shares of the Company’s common stock represented
in person or by proxy at the meeting and entitled to vote thereon,
is required to approve the Early Termination Proposal. Abstentions
and broker non-votes will not have any effect on this
proposal.
For the
Director Election Proposal, the nominees that receive the
affirmative vote of a plurality of the issued and outstanding
shares of the Company’s common stock represented in person or
by proxy at the meeting and entitled to vote thereon, will be
elected as directors. “Plurality” means that the
individuals who receive the largest number of votes cast
“FOR” are elected as directors. Consequently,
abstentions and broker non-votes will not have any effect on the
election.
Interests of the Company’s Directors and
Officers
When you consider
the recommendation of the Company’s board of directors, you
should keep in mind that the Company’s executive officers and
members of the Company’s board of directors have interests
that may be different from, or in addition to, your interests as a
stockholder. These interests include, among other
things:
●
If the Extension
Amendment is not approved and we do not consummate a business
combination by May 22, 2019 as contemplated by our IPO prospectus
and in accordance with our charter, the 225,000 insider shares owned by the
sponsor which were acquired for approximately $0.01 per share will
be worthless (as the holders have waived liquidation rights with
respect to such shares), as will the 272,500 private placement
units that were acquired simultaneously with the IPO by the sponsor
for an aggregate purchase price of $2,725,000. Such
common stock and units had an aggregate market value of
approximately $5,258,000 based on the last sale price of $10.41 and
$10.70 of the common stock and units, respectively, on Nasdaq on
April 30, 2019;
●
In connection with
the IPO, A/Z Partners has agreed that if the Extension Amendment is
not approved and the Company liquidates, it will be liable under
certain circumstances to ensure that the proceeds in the trust
account are not reduced by certain claims of target businesses or
vendors or other entities that are owed money by the Company for
services rendered, contracted for or products sold to the
Company;
●
All rights
specified in the Company’s charter relating to the right of
officers and directors to be indemnified by the Company, and of the
Company’s officers and directors to be exculpated from
monetary liability with respect to prior acts or omissions, will
continue after a business combination. If the Extension
Amendment is not approved and the Company liquidates, the Company
will not be able to perform its obligations to its officers and
directors under those provisions;
●
The Company’s
officers and directors and their affiliates have loaned the Company
an aggregate of $186,732.38 as of the record date. If the Extension
Amendment is not approved and a business combination is not
consummated, these loans will not be repaid
●
If Big Rock
Partners is unable to complete a business combination within the
required time period, it will pay the costs of any subsequent
liquidation from its remaining assets outside of the trust account.
If such funds are insufficient, A/Z Partners has agreed to pay the
funds necessary to complete such liquidation (currently anticipated
to be no more than approximately $15,000) and has agreed not to
seek repayment for such expenses.
●
The Company’s
officers, directors and their affiliates are entitled to
reimbursement of out-of-pocket expenses incurred by them in
connection with certain activities on the Company’s behalf,
such as identifying and investigating possible business targets and
business combinations. If the Extension Amendment is not approved
and a business combination is not consummated, these out-of-pocket
expenses will not be repaid.
Additionally,
if the Extension Amendment is approved and the Company consummates
an initial business combination, the officers and directors may
have additional interests that would be described in the proxy
statement for such transaction.
Board Recommendation
THE
BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE EXTENSION AMENDMENT PROPOSAL AND EARLY
TERMINATION PROPOSAL. THE BOARD OF DIRECTORS EXPRESSES
NO OPINION AS TO WHETHER YOU SHOULD CONVERT YOUR PUBLIC
SHARES.
THE
BOARD OF DIRECTORS ALSO UNANIMOUSLY RECOMMENDS THAT YOU VOTE
“FOR” THE CLASS I DIRECTOR NOMINEES.
BENEFICIAL OWNERSHIP OF SECURITIES
The
following table sets forth certain information regarding the
beneficial ownership of the Company’s common stock as of the
record date 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, directors and senior advisors; and
●
all our officers
and directors as a group.
As of the record date, there were a
total of 9,035,500 shares of common stock. Unless
otherwise indicated, 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 beneficial ownership of the Company’s rights or
warrants as these rights and warrants are not convertible or
exercisable, respectively, within 60 days of the date of this proxy
statement.
Name and Address of Beneficial Owner(1)
|
Amount and Nature of Beneficial Ownership
|
Approximate Percentage of Outstanding Shares of Common
Stock(2)
|
BRAC
Lending Group LLC(3)
|
1,485,000
|
16.4%
|
Polar
Asset Management Partners Inc.(4)
|
817,500
|
9.0%
|
Big
Rock Partners Sponsor, LLC
|
497,500(5)(6)
|
5.5%
|
Richard
Ackerman
|
497,500(5)(6)
|
5.5%
|
HGC
Investment Management Inc.(6)
|
480,678
|
5.3%
|
Lori B.
Wittman(7)
|
-
|
|
Bennett
Kim
|
-
|
-
|
Richard
Birdoff
|
-
|
-
|
Michael
Fong(8)
|
-
|
-
|
Stuart
Koenig(8)
|
-
|
-
|
Albert
G. Rex(8)
|
-
|
-
|
Troy T.
Taylor(8)
|
-
|
-
|
All
directors and executive officers as a group (8
individuals)
|
497,500(5)
|
5.5%
|
__________
(1) Unless otherwise indicated, the business address of each
of the individuals is 2645 N. Federal Highway, Suite 230, Delray
Beach, Florida 33483.
(2) Based on 9,035,500 shares of the Company’s Common Stock
outstanding as of the record date.
(3) Information was obtained from a Schedule 13D filed on November
26, 2018 with the SEC. Each of David M. Nussbaum and Steven Levine
is a managing member of BRAC Lending Group LLC.
(4) Information was obtained from a Schedule 13G/A filed on
February 12, 2019 with the SEC. Polar Asset Management Partners
Inc. serves as the investment advisor to Polar Multi-Strategy
MasterFund ("PMSMF") and certain managed accounts (together with
PMSMF, the “Polar Vehicles”), with respect to the
shares directly held by the Polar Vehicles. The address for Polar
Asset Management Partners Inc. is 401 Bay Street, Suite 1900, PO
Box 19, Toronto, Ontario M5H 2Y4, Canada.
(5) Richard Ackerman is the Company's President, Chairman and Chief
Executive Officer and the managing member of Big Rock Partners
Sponsor, LLC and has the sole voting and dispositive power of the
securities held by the sponsor. Accordingly. Mr. Ackerman may be
deemed to have beneficial ownership of such shares.
(6) Represents shares held by our sponsor, of which Mr. Ackerman is
the managing member and has sole voting and investment power with
respect to such shares. Ms. Wittman and Messrs. Fong, Koenig, Rex
and Taylor hold economic interests in Big Rock Partners Sponsor,
LLC and pecuniary interests in the securities held by Big Rock
Partners Sponsor, LLC. Each of Ms. Wittman and Messrs. Fong,
Koenig, Rex and Taylor disclaims beneficial ownership of such
securities, except to the extent of his or her pecuniary
interests.
(7) Information was obtained from a Schedule 13G filed on February
13, 2019 with the SEC. HGC Investment Management Inc.
(“HGC”) serves as the investment manager to HGC
Arbitrage Fund LP (the “Fund”) with respect to the
shares held by HGC on behalf of the Fund. The address of the
business office of HGC is 366 Adelaide, Suite 601, Toronto, Ontario
M5V 1R9, Canada.
(8) Does not include shares held by Big Rock Partners Sponsor, LLC.
This individual is a member of Big Rock Partners Sponsor, LLC as
described in footnote 6.
All of
the insider shares have been placed in escrow with Continental
Stock Transfer & Trust Company, as escrow agent, until (1) with
respect to 50% of the insider 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.
During
the escrow period, the holders of these shares will not be able to
sell or transfer their securities except for transfers, assignments
or sales (i) to our officers, directors, employees, consultants or
their affiliates, (ii) to an entity’s officers, directors,
employees or members, (iii) to relatives and trusts for estate
planning purposes, (iv) by virtue of the laws of descent and
distribution upon death, (v) pursuant to a qualified domestic
relations order, (vi) to us for no value for cancellation in
connection with the consummation of our initial business
combination, or (vii) 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, in each
case (except for clause (vi) or with our prior consent) where the
transferee agrees to the terms of the escrow agreement and to be
bound by these transfer restrictions and other agreements of our
initial stockholder as set forth herein, but will retain all other
rights as our stockholders, including, without limitation, the
right to vote their shares of common stock and the right to receive
cash dividends, if declared. 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, there will be no liquidation distribution with respect
to the insider shares.
STOCKHOLDER PROPOSALS
If the
Extension Amendment proposal is approved and the Extension is
implemented, the Company’s next annual meeting of
stockholders will likely be held on or about June 19, 2020, unless
the date is changed by the Company’s board of
directors. If you are a stockholder and you want to
include a proposal in the proxy statement for the next annual
meeting, you need to provide it to the Company by no later than
approximately January 4, 2020. You should direct any
proposals to the Company’s secretary at the Company’s
principal office. If you are a stockholder and you want to present
a matter of business to be considered or nominate a director to be
elected at the next annual meeting, under the Company’s
bylaws you must give timely notice of the matter or the nomination,
in writing, to the Company’s secretary. To be timely, the
notice has to be given between 60 and 90 days before the annual
meeting date (or between February 21, 2020 and March 23, 2020, if
the next annual meeting is held on June 19, 2020).
If the
Extension Amendment proposal is not approved, there will be no
further annual meetings of the Company.
DELIVERY OF DOCUMENTS TO STOCKHOLDERS
Pursuant to the
rules of the SEC, the Company and its agents that deliver
communications to its stockholders are permitted to deliver to two
or more stockholders sharing the same address a single copy of the
Company’s proxy statement. Upon written or oral
request, the Company will deliver a separate copy of the proxy
statement to any stockholder at a shared address who wishes to
receive separate copies of such documents in the
future. Stockholders receiving multiple copies of such
documents may likewise request that the Company deliver single
copies of such documents in the future. Stockholders may
notify the Company of their requests by calling or writing the
Company at the Company’s principal executive offices at 2645
N. Federal Highway, Suite 230, Delray Beach, Florida
33483.
WHERE YOU CAN FIND MORE INFORMATION
The
Company files reports, proxy statements and other information with
the SEC as required by the Securities Exchange Act of 1934, as
amended. You may read and copy reports, proxy statements
and other information filed by the Company with the SEC at its
public reference room located at 100 F Street, N.E., Washington,
D.C. 20549-1004. You may obtain information on the
operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330. You may also obtain copies of the
materials described above at prescribed rates by writing to the
SEC, Public Reference Section, 100 F Street, N.E., Washington, D.C.
20549-1004. The Company files its reports, proxy
statements and other information electronically with the
SEC. You may access information on the Company at the
SEC website containing reports, proxy statements and other
information at http://www.sec.gov. This proxy statement
describes the material elements of relevant contracts, exhibits and
other information attached as annexes to this proxy
statement. Information and statements contained in this
proxy statement are qualified in all respects by reference to the
copy of the relevant contract or other document included as an
annex to this document.
This
proxy statement contains important business and financial
information about us that is not included in or delivered with this
document. You may obtain this additional information, or
additional copies of this proxy statement, at no cost, on our
website at www.bigrockpartners.com
and you may ask any questions you may have about the Extension
Amendment by contacting us at the following address, telephone
number or facsimile number:
Big
Rock Partners Acquisition Corp.
2645 N.
Federal Highway, Suite 230
Delray
Beach, Florida 33483
Tel:
(310) 734-2300
In order to receive timely delivery of the
documents in advance of the annual meeting, you must make your
request for information no later than May 15,
2019.
ANNEX A
PROPOSED AMENDMENT
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
BIG ROCK PARTNERS ACQUISITION CORP.
Pursuant to Section 242 of the
Delaware General Corporation Law
The
undersigned, being a duly authorized officer of BIG ROCK PARTNERS ACQUISITION CORP. (the
“Corporation”), a corporation existing under the laws
of the State of Delaware, does hereby certify as
follows:
1. The
name of the Corporation is Big Rock Partners Acquisition
Corp.
2. The
Corporation’s Certificate of Incorporation was filed in the
office of the Secretary of State of the State of Delaware on
September 18, 2017, and an Amended and Restated Certificate of
Incorporation was filed in the office of the Secretary of State of
the State of Delaware on November 20 ,2017.
3. This
Amendment to the Amended and Restated Certificate of Incorporation
amends the Amended and Restated Certificate of Incorporation of the
Corporation.
4. This
Amendment to the Amended and Restated Certificate of Incorporation
was duly adopted by the affirmative vote of the holders of a
majorityof the stock entitled to vote at a meeting of stockholders
in accordance with ARTICLE SIXTH of the Amended and Restated
Certificate of Incorporation and the provisions of Sections 242 the
General Corporation Law of the State of Delaware (the
“GCL”).
5. The
text of Section 9.6 of the Amended and Restated Certificate of
Incorporation is hereby amended and restated to read in full as
follows:
Section
9.6. Termination. In the event that the Corporation has not
consummated a Business Combination by August 22, 2019 (the
“Termination Date”), the Corporation shall (i) cease
all operations except for the purposes of winding up, (ii) as
promptly as reasonably possible but not more than ten (10) business
days thereafter, redeem 100% of the Offering Shares for cash for a
redemption price per share equal to the amount then held in the
Trust Account, including the interest earned thereon, less any
franchise or income taxes payable, divided by the total number of
Offering Shares then outstanding (which redemption will completely
extinguish such holders’ 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 approval of the
Corporation’s then stockholders and subject to the
requirements of the DGCL, including the adoption of a resolution by
the Board pursuant to Section 275(a) of the DGCL finding the
dissolution of the Corporation advisable and the provision of such
notices as are required by said Section 275(a) of the DGCL,
dissolve and liquidate the balance of the Corporation’s net
assets to its remaining stockholders, as part of the
Corporation’s plan of dissolution and liquidation, subject
(in the case of clauses (ii) and (iii) above) to the
Corporation’s obligations under the DGCL to provide for
claims of creditors and other requirements of applicable
law.
IN
WITNESS WHEREOF, I have signed this Amendment to the Amended and
Restated Certificate of Incorporation this 21st day of May,
2019.
Name:
______________________
Title:
_______________________
PROXY
Big Rock Partners Acquisition Corp.
2645 N.
Federal Highway, Suite 230
Delray
Beach, Florida 33483
ANNUAL MEETING OF STOCKHOLDERS
MAY 21, 2019
YOUR VOTE IS IMPORTANT
FOLD AND DETACH HERE
BIG ROCK PARTNERS ACQUISITION CORP.
THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS
FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON
MAY 21, 2019
The
undersigned, revoking any previous proxies relating to these
shares, hereby acknowledges receipt of the Notice and Proxy
Statement, dated May 7, 2019, in connection with the Annual Meeting
to be held at 10:00 a.m. EST on May 21, 2019 at the offices of
Graubard Miller, 405 Lexington Avenue, New York, New York 10174,
and hereby appoints Richard Ackerman and Lori B. Wittman, and each
of them (with full power to act alone), the attorneys and proxies
of the undersigned, with power of substitution to each, to vote all
shares of the common stock, of Big Rock Partners Acquisition Corp.
(the “Company”) registered in the name provided, which
the undersigned is entitled to vote at the Annual Meeting of
Stockholders, and at any adjournments thereof, with all the powers
the undersigned would have if personally
present. Without limiting the general authorization
hereby given, said proxies are, and each of them is, instructed to
vote or act as follows on the proposals set forth in this Proxy
Statement.
THIS
PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED “FOR” THE EXTENSION AMENDMENT CONSISTING PROPOSAL
1 BELOW, “FOR” THE EARLY TERMINATION CONSISTING OF
PROPOSAL 2 AND “FOR” THE ELECTION OF THE
DIRECTORS NAMED IN PROPOSAL 3 BELOW.
THE
BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSALS 1
AND 2 AND A VOTE “FOR” THE ELECTION OF THE DIRECTORS
NAMED IN PROPOSAL 3 BELOW.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be held on May
21, 2019: This notice of meeting and the
accompany proxy statement are available at
https://www.cstproxy.com/bigrockpartners/2019.
Proposal 1 –Extension of Corporate Life
Amend
the Company’s amended and restated certificate of
incorporation to extend the date that the Company has to consummate
a business combination to August 22, 2019.
|
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
Proposal 2 –Early Termination
Approve
the Company’s early winding up and redemption of 100% of the
outstanding public shares if determined by the Company’s
board of directors.
|
|
FOR
☐
|
AGAINST
☐
|
ABSTAIN
☐
|
|
|
|
|
|
Proposal 3 –Election of Directors
To
elect the following director in Class I (to serve until 2021 or
until their respective successors are elected and qualified or
their earlier resignation or removal)
Lori B.
Wittman
Michael
Fong
Stuart
Koenig
|
|
FOR
☐
☐
☐
|
WITHHELD
☐
☐
☐
|
|
|
Dated:
|
_________________________
2019
|
|
|
|
______________________________________________
|
|
Stockholder’s
Signature
|
|
|
|
______________________________________________
|
|
Stockholder’s
Signature
|
Signature
should agree with name printed hereon. If stock is held
in the name of more than one person, EACH joint owner should
sign. Executors, administrators, trustees, guardians,
and attorneys should indicate the capacity in which they
sign. Attorneys should submit powers of
attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED TO
CONTINENTAL STOCK TRANSFER & TRUST
COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED
HEREIN BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION
IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS
SET FORTH IN PROPOSALS 1 AND 2 AND “FOR”
THE
ELECTION OF THE DIRECTORS NAMED IN PROPOSAL 3 AND WILL GRANT DISCRETIONARY
AUTHORITY TO VOTE UPON
SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING OR ANY
ADJOURNMENTS THEREOF. THIS PROXY WILL REVOKE ALL PRIOR
PROXIES SIGNED BY YOU.