EFTA01366336.pdf

Our amended and restated certificate of incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. If we effect our initial business combination with a company located outside the United States, or with operations located outside the United States, we would be subject to a variety of additional risks that may negatively impact our operations. If we effect our initial business combination with a company located outside the United StatrN, or with operations or opportunities outside of the United States, we would be subject to any special considerations or risks associated with companies operating in an international setting. including any of the following: • costs and difficulties inherent in managing cross-border business operations; • rules and regulations regarding currency redemption, • complex corporate withholding taxes on individuals; • laws governing the manner in which future business combinations may be effected; • tariffs and trade barriers: • regulations related to customs and import/export matters; • longer payment cycles. • tax issues. such as tax law changes and variations in tax laws as compared to the United States; • currency fluctuations and exchange controls; • rates of inflation; • challenges in collecting accounts receivable; • cultural and language differences: • employment regulations; • crime, strikes, riots, civil disturbances. terrorist attacks and wars; and • deterioration of political relations with the United States. We may not be able to adequately address these additional risks. If we were unable to do so. our operations might suffer, which may adversely impact our results of operations and financial condition. 55 CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Some statements contained in this prospectus are forward-looking in nature. Our forward-looking statements include, but are not limited to. statements regarding our or our management team's expectations, hopes. beliefs. intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words "anticipate," "believe." "continue," "could." "estimate." "expect.- "intends," "may." "might." "plan," "possible." "potential," "predict." "project." "should,- "would- and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about: • our ability to complete our initial business combination: • our success in retaining or recruiting. or changes required in, our officers, key employees or directors following our initial business combination; • our officers, directors and director nominees allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements: • our potential ability to obtain additional financing to complete our initial business combination; • our pool of prospective target businesses: httplAvww.sec.gov/Arehi vas/edger/data/ 643953A)00121390015005425/112015a2_globalperiner.htmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057862 CONFIDENTIAL SONY GM_00204046 EFTA01366336