EFTA01366345.pdf

Controls and Procedures We are not currently required to maintain an effective system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will be required to comply with the internal control requirements of the Sarbanes- Oxley Act for the fiscal year ending December 31, 2016. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer would we be required to comply with the independent registered public accounting film attestation requirement. Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting linn attestation requirement. Prior to the closing of this offering, we have not completed an assessment, nor have our auditors tested our systems, of internal controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial business combination and, if necessary. to implement and test additional controls as we may determine arc necessary in order to state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions of the Sarbancs-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider for our business combination may have internal controls that need improvement in areas such as: • staffing for financial, accounting and external reporting areas, including segregation of duties; • reconciliation of accounts: • pupr.r recording of expenses and liabilities in the period to which they relate; • evidence of internal review and approval of accounting transactions: • documentation of proms:vs, assumptions and conclusions underlying significant estimates: and • documentation of accounting policies and procedures. Because it will take time. management involvement and perhaps outside re:mums to determine what internal control improvements are necessary for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant expenses in mewing our public reporting responsibilities, particularly in the areas of designing, enhancing, or remediating internal and disclosure controls. Doing so effectively may also take longer than we expect. thus increasing our exposure to financial fraud or erroneous financing reporting. Once our management's report on internal controls is complete, we will retain our independent auditors to audit and render an opinion on such report when required by Section 404. llte independent auditors may identify additional issues concerning a target business's internal controls while performing their audit of internal control over financial reporting. 68 Quantitative and Qualitatht Disclosures about Market Risk The net proceeds of this offering and the sale of the private placement warrants held in the trust account will be invested in U.S. government treasury bills 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. Due to the short-term nature of these investments, we believe there will be no associated material exposure to interest rate risk. Related Party Transactions In May 2015. our sponsor purchased 3,881,250 founder shares for an aggregate purchase price of $25,000, or approximately $0.006 per share. To the extent the underwriters' overallotment option is not exercised, our sponsor will forfeit up to 506,250 founder shares so that its remaining founder shares would represent 20.0% of the outstanding shares of common stock upon completion of this offering (assuming it does not purchase any units in this offering). The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares issued. If we increase or decrees: the size of the offering pursuant to Rule 462(b) under the Securities Act. we will effect a stock dividend or a share contribution back to capital or other appropriate mechanism, as applicable immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholder prior to this offering at 20.0% of our issued and outstanding shares of our common stock upon the consummation of this offering (assuming it does not purchase any units in this offering). We will enter into an Administrative Services Agreement pursuant to which we will also pay our sponsor a total of $10,000 per month for office space. utilities and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fem. Our sponsor. executive officers and directors, or any of their respective affiliates• will be reimbursed for any httplAnnv.see.gov/Archimsfedgaddata/1843953/000121390015005425/112015a2_globalpainakmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057871 CONFIDENTIAL SONY GM_00204055 EFTA01366345