EFTA01366368.pdf

redemption rights tender their certificates to our transfer box on the proxy card indicating such agent prior to the date set forth in the holders were seeking to exercise their tender offer documents or proxy materials redemption rights. After the business mailed to such holders, or up to two combination was approved. the company business days prior to the vote on the would contact such stockholders to arrange proposal to approve the business for them to deliver their certificate to verify combination in the event we distribute ownership. proxy materials, or to deliver their shares to the transfer agent electronically using Depository Trust Company's DWAC (Deposit/Withdrawal At Custodian) System, at the holder's option. The tender offer or proxy materials, as applicable, that we will famish to holders of our public shares in connection with our initial business combination will indicate whether we arc requiring public stockholders to satisfy such delivery requirements. Accordingly, a public stockholder would have from the time we send out our tender offer materials until the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials, as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Competition In identifying, evaluating and selecting a target business for our business combination, we may encounter intense competition from other entities having a business objective similar to ours, including other blank check companies, private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many of these entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination. 99 Facilities We currently maintain our executive offices at I Rockefeller Center. New York, New York 10020. The cost for this space is included in the $10,000 per-month fee our sponsor will charge us for office space, utilities and administrative XrViCes. We consider our current office space adequate for our current operations. Employees We currently have two executive officers. While Mr. Zepf currently expects to devote the substantial majority of his time to our affairs, other members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that Mr. Zepf or any other members of our management will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. Periodic Reporting and Financial Information We will register our units, common stock and warrants under the Exchange Act and have reporting obligations, including the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors. httplAvww.sec.gov/Archi vas/edger/data/I 643953/00012139001500542541201582_globalperiner.h8nr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057894 CONFIDENTIAL SONY GM_00204078 EFTA01366368