EFTA01366354.pdf

certain and cost effective method to becoming a public company than the typical initial public offering. In a typical initial public offering. there arc additional expenses incurred in marketing, road show and public reporting efforts that may not be present to the same extent in connection with an initial business combination with us. Furthermore, once a proposed business combination is completed, the target business will have effectively become public, whereas an initial public offering is always subject to the underwriter's ability to complete the offering, as well as general market conditions, which could prevent the offering from occurring. Once public, we believe the target business would then have greater access to capital and an additional means of providing management incentives consistent with shareholders' interests. It can offer further benefits by augmenting a company's profile among potential new customers and vendors and aid in attracting talented employees. Financial Position With funds available for a business combination initially in the amount of 5130.950.000 assuming no redemptions and after payment of up to $4,050,000 of deferred underwriting fees (or $150,592,500 assuming no redemptions and after payment of up to $4,657,500 of deferred underwriting fees if the underwriters' over- allotment option is exercised in full), we offer a target business a variety of options such as creating a liquidity event for its owners. providing capital for the potential growth and expansion of its operations or strengthening its balance sheet by reducing its debt ratio. Because we arc able to complete our business combination using our cash, debt or equity securities, or a combination of the foregoing, we have the flexibility to use the most efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available to us. 80 Effecting our Initial Business Combination General We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering. We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement of the private placement warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account arc used for payment of the consideration in connection with our business combination or used for redemptions of purchases of our common stock, we may apply the balance of the cash released to us from the trust account for general corporate purposes. including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. We currently do not have any specific business combination under consideration. Our officers, directors and director nominees have neither individually identified nor considered a target business nor have they had any discussions regarding possible target business amongst themselves or with our underwriter or other advisors. We have not (nor has anyone on our behalf) contacted any prospective target business or had any discussions, formal or otherwise, with respect to a business combination transaction. Additionally, we have not, nor has anyone on our behalf, taken any measure. directly or indirectly, to identify or locate any suitable acquisition candidate, nor have we engaged or retained any agent or other representative to identify or locate any such acquisition candidate. We may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather than using the amounts held in the trust account. In the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law, we would seek stockholder approval of such financing. There arc no prohibitions on our ability to raise funds privately or through loans in connection with our initial business combination. At this time. we are not a party to any arrangement or understanding with any third party with respect to raising any additional funds through the sale of securities or otherwise. Selection of a target business and structuring of our initial business combination The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. The fair market value of the target or targets will be httrunsvw.sec.gov/Arehi vestedgar/datatI 643953/00012139001500542541201582_globalperiner.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057880 CONFIDENTIAL SONY GM_00204064 EFTA01366354