EFTA01366343.pdf

• our immediate payment of all principal and accrued interest. if any. if the debt security is payable on demand; • our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding: • our inability to pay dividends on our common stock; • using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; • limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate: • increased vulnerability to advent changes in general economic, industry and competitive conditions and adverse changes in government regulation; and • limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. 65 As indicated in the accompanying financial statements, at June 5, 2015, we had approximately $25,000 in cash and deferred offering costs of $1,000. Further, we expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to complete our initial business combination will be successful. Results of Operations and Known Trends or Future Events We have neither engages., in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues until after completion of our initial business combination. We will generate non-operating income in the form of interest income on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and no material adverse change has occumxl since the date of our audited financial statements. After this offering, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering. Liquidity and Capital Resources Our liquidity needs have been satisfied to date through receipt of $25,000 from the sale of the founder shams to our sponsor. We estimate that the net proceeds from (1) the sale of the units in this offering, after deducting offering expenses of approximately $750,000, underwriting commissions of $8.100,000 ($9,315,000 if the underwriters' over-allotment option is exercised in full) (excluding deferred underwriting commissions of $4,050.000 (or up to $4,657,500 if the underwriters' over-allotment option is exercised in full)), and (ii) the sale of the private placement warrants for a purchase price of $5.800.000 (or $6,407,500 if the over-allotment option is exercised in full), will be $135 million (or $155.25 million if the underwriters' over-allotment option is exercised in full). Approximately $135.0 million (or $155.25 million if the underwriters' over-allotment option is exercised in full) will be held in the trust account, which includes 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. The remaining approximately $1,000.000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of $750,000. we may fund such excess with funds not to be held in the trust account. In such case, the amount of funds we intend to be held outside the trust account would decrease by a corresponding amount, Conversely, in the event that the offering expenses are less than our estimate of $750,000, the amount of funds we intend to be held outside the trust account would increase by a corresponding amount. We intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on the trust account (which interest shall be net of taxes payable and excluding deferred underwriting commissions) to complete our initial business combination. We may withdraw interest to pay taxes. Delaware franchise tax is based on our authorized shares or on our assumed par and non-par capital. whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares with a maximum aggregate tax of $180.000 per year. Under the assumed par value capital method. Delaware taxes each $1.000.000 of assumed par value capital at the rate of $350: where assumed par value would be (x) our total gross assets following this offering, divided by (y) our total issued shares of common stock following this offering, multiplied by (z) the number of our authorized shares following this offering. Based on the number of shares of our common stock authorized and outstanding and our estimated total gross proceeds after the completion of this offering, our annual franchise tax obligation is expected to be httriAvaw.see.gov/Arehi veg./edger/data/ 643953/000121390015005425412015a2_globalpanner.888[7,27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057869 CONFIDENTIAL SONY GM_00204053 EFTA01366343