EFTA01366333.pdf

initial stockholder, because of its ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholder will continue to exert control at least until the completion of our business combination. Our sponsor paid an aggregate of 525,000, or approximately 50.006 per founder share, and, accordingly, you w ill experience immediate and substantial dilution from the purchase of our common stock. The difference between the public offering price per share (allocating all of the unit purchase price to the common stock and none to the warrant included in the unit) and the pro forma net tangible book value per share of our common stock after this offering constitutes the dilution to you and the other investors in this offering. Our sp onse'''. acquired the founder shares at a nominal price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the warrants included in the units, you and the other public stockholders will incur an immediate and substantial dilution of approximately 88% (or $8.79 per share, assuming no exercise of the underwriters' over-allotment option), the difference between the pm forma net tangible book value per share of $1.20 and the initial offering price of $10.00 per unit. We may amend the terms of the warrants in a manner that may he adverse to holders with the approval by the holders of at least 65% of the then outstanding public warrants. Our warrants will be issued in registered forrn under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least 65% of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the warrants in a manner adverse to a holder if holders of at least 65% of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the warrants with the consent of at least 65% of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things. increase the exercise price of the warrants, shorten the exercise period or decrease the number of shares of our common stock purchasable upon exercise of a warrant. We may redeem your unexpired warrants prior to their exercise at a time that is disadvantageous to you, thereby making your w is worthless. We have the ability to redeem outstanding warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of our common stock equals or exceeds $24.00 per share for any 20 trading days within a 30 trading-day period ending on the third trading day prior to the date we send the notice of redemption to the warrant holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding warrants could force you (i) to exercise your warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your warrants at the then-current market price when you might otherwise wish to hold your warrants or (iii) to accept the nominal redemption price which, at the time the outstanding warrants are called for 51 redemption, is likely to be substantially less than the market value of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees. Our warrants may have an adverse effect on the market price of our common stock and make it more difficult to effectuate our business combination. We will be issuing warrants to purchase 6,750,000 shares of our common stock (or up to 7,762.500 shares of common stock if the underwriters' over-allotment option is exercised in full) as part of the units offered by this prospectus and, simultaneously with the closing of this offering, we will be issuing in a private placement an aggregate of 11,600.000 (or up to 12,815,000 if the underwriters' over-allotment option is exercised in full) private placement warrants, each exercisable to purchase one-half of one share of common stock at $5.75 per half share. This number will increase to the extent our sponsor exercises its option to acquire additional units. To the extent we issue shares of common stock to effectuate a business transaction. the potential for the issuance of a substantial number of additional shares of common stock upon exercise of these warrants could make us a less attractive acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding shares of our common stock and reduce the value of the shares of common stock issued to complete the business transaction. Therefore, our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business. The private placement warrants are identical to the warrants sold as part of the units in this offering except that. so long as they are held by our sponsor or its permitted transferees. (i) they will not be redeemable by us. (ii) they (including the common stock issuable upon exercise of these warrants) may not, subject to certain limited http://voww.see.gov/Archivecledgaildatatl643953/000121390015005425/112015a2_globalpannechtmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057859 CONFIDENTIAL SONY GM_00204043 EFTA01366333