EFTA01366338.pdf

with any business combination (5) $ 400,000 40.0% Legal and accounting fors related to regulatory repotting obligations 150.000 15.0% Payment for office space, administrative and support services 240,000 24.0% Resent for liquidation expenses 50,000 5.0% NASDAQ continued listing fees 75,000 7.5% Other miscellaneous expenses 85.000 8.5% Total $ 1.000,000 I CO 0% (I) Includes amounts payable to public stockholders who properly redeem their shares in connection with our successful completion of our initial business combination. (2) In addition. as of the date of this prospectus, our sponsor has loaned us 5225.000 to be used for a portion of the expenses of this offering, as described in this prospectus. These loans will be repaid upon completion of this offering out of the 5750.000 of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that offering expenses are less than set forth in this table. any such amounts will be used for post-closing working capital expenses. 57 (3) The underwriters have agreed to defer undawriting commissions equal to 3.0Sti of the gross proceeds of this offering. t 'pen completion of our initial business combination. up to 54.050.000. which constitutes the underwriters' deferred commissions (or up to 54.657.500 if the underwriters' over-allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account. and the remaining funds will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs or for general corporate purposes. including payment of principal or interest on indebtedness incurred in connection with our initial business combination. to fund the purchases of other companies or for working capital. The underwriters will not be entitles' to any interest accrued on the deferred underwriting discounts and commissions. (4) These expenses are estimates only. Our actual expenditures for sonic or all of these items may differ from the estimates set forth herein. For example. we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring a business combination based upon the level of complexity of such business combination. In the event we identify an acquisition target in a specific industry subject to specific regulations. we may incur additional expenses associates) with legal due diligence and the engagement of special legal counsel. In addition. our stalling needs may vary and as a result. we may engage a number of consultants to assist with legal and financial due diligence. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expanses. which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would not be available for our expanses. The amount in the table above does not include interest available to us from the trust account. Based on the current interest rate environment. we would expect approximately 525.000 to be available to us from interest anted on the funds held in the cost account over 24 months following the closing of this offering: however, we can provide no assurances regarding this amount. This estimate assumes an interest rate of 0.02SS per annum basal upon current yields of securities in stitch the trust account may be invested. In addition. in order to finance transaction costs in connection with an intended initial business combination our sponsor or an affiliate of our sponsor or certain of our officers. directors and director nominees may. but are not obligated to. loan us funds as may be required. If we complete our initial business combination. we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise. such loans would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not close. we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used to repay such loaned amounts. Up to 51.500.000 of such loans may be convertible into warrants of the post business combination entity at a price of 50.50 per warrant at die option of the lender. The warrants would be identical to the private placement warrants issued to the initial stockholder. The terms of such loans by our sponsor. affiliate of our sponsor. or certain of our officers, directors and director nominees. it' any. have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans Iran parties other than our sponsor or an affiliate of our sponsor as we do not believe third panics will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. (5) Includes estimated amounts that may also be used in connection with our business combination to fund a -no shop" provision and commitment fees for financing. The rules of the NASDAQ Capital Market provide that at least 90% of the gross proceeds from this offering and the private placement be deposited in a trust account. Of the net proceeds of this offering and the sale of the private placement warrants, approximately $135,000,000 (or approximately $155,250,000 if the underwriters' over-allotment option is exercised in full), including up to $4,050,000 (or up to $4,657,500 if the underwriters' over-allotment option is exercised in full) of deferred underwriting commissions, will be placed in a trust account with Continental Stock Transfer & Trust Company acting as trustee and will be invested only in U.S. government treasury hills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. We estimate that the mterca earned on the trust account will be approximately $25,000 per year, assuming an interest rate of 0.02% per year. We will not be pematted to withdraw any of the principal or interest held in the trust account, except for the withdrawal of interest to pay taxes, until the earlier of (i) the completion of our initial business combination or (ii) the redemption of 100% of our public shares if we are unable to complete a business combination within 24 months from the closing of this offering (subject to the requirements of law). Based on current interest rates, we do not expect that interest earned on the trust account will be sufficient to pay taxes. httairerew.see.gov/Archi vas/edger/data/I 643953A)00121390015005425412015a2_globalperIncr.htmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057864 CONFIDENTIAL SONY GM_00204048 EFTA01366338