EFTA01366328.pdf

Certain of our executive officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Following the completion of this offering and until we consummate our initial business combination, we intend to engage in the business of identifying and combining with one or more businesses. Our sponsor and executive officers and directors are, or may in the future become, affiliated with entities that arc engaged in a similar business. Our officers, directors and director nominees also may become aware of business opportunities which may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved in our favor and a potential target business may be presented to another entity prior to its presentation to us Our amended and restated certificate of incorporation will provide that we renounce our interest in any corporate opportunity offered to any director unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is one we arc legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue. 44 For a complete discussion of our executive officers' and directors' business affiliations and the potential conflicts of interest that you should be aware of, please see "Management—Directors and Executive Officers,- "Management—Conflicts of Interest' and "Certain Relationships and Related Party Transactions." Our executive officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with our interests. We have not adopted a policy that expressly prohibits our directors. executive officers. security holders or affiliates from having a direct or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated with our sponsor, our directors or executive officers. although we do not intend to do so. Nor do we have a policy that expressly prohibits any such persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or entities may have a conflict between their interests and ours. We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our executive officers, directors or existing holders which may raise potential conflicts of interest. In light of the involvement of our sponsor. execur officers and directors with other entities. we may decide to acquire one or more businesses affiliated with our sponsor. executive officers and directors. Our directors also serve as officers and board members for other entities, including, without limitation, those described under "Management—Conflicts of Interest" Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination as set forth in "Proposed Business—Effecting our initial business combination—Selection of a target business and structuring of our initial business combination- and such transaction was approved by a majority of our disinterested directors. Despite our agreement to obtain an opinion from an independent accounting firm or independent investment banking firm that is a member of FINRA regarding the fairness to our company from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our executive officers. directors or existing holders, potential conflicts of interest still may exist and, as a remit, the terms of the business combination may not be as advantageous to our public stockholders as they would be absent any conflicts of interest. Since our sponsor, executive officers and directors will lose their entire investment in us if our business combination Is not completed, a conflict of interest may arise in determining whether a particular business combination target is appropriate for our initial business combination. In May 2015. our sponsor purchased an aggregate of 3,881.250 founder shares for an aggregate purchase price of $25,000. or approximately $0.006 per share. To the extent the underwriters' do not exercise their overallotment option, our initial stockholder may forfeit up to 506.250 founder shares so that the remaining founder shares would represent 20.0% of the outstanding shares upon completion of this offering (assuming it does not purchase any units in this offering) . The founder shares will be worthless if we do not complete an httplAvww.see.gov/Archivestedgar/datail643953/000121390015005425412015a2_globalparIner.htmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057854 CONFIDENTIAL SONY GM_00204038 EFTA01366328