EFTA01366341.pdf

Increase attributable to public stockholders 8.79 Decrease attributable to public shares subject to redemption (10.00) Less: pm forma net tangible book value after this offering and the sale of the private placement warrants (1.20) Dilution to public stockholders 8.80 For purposes of presentation. we have reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters' over-allotment option) by 5126.974,990 because holders of up to approximately 94% of our public shams may redeem their shams for a pro rata share of the aggregate amount then on deposit in the trust account at a per-share redemption price equal to the amount in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held in trust two days prior to the commencement of our tender offer or stockholders meeting. including interest (which interest shall be net of taxes payable) divide) by the number of shares of common Mock sold in this offering). 62 The following table sects forth information with respect to our initial stockholder and the public stockholders: Shares Purchased Total Consideration Avenge Price Number Percentage Amount Percentage per Slisrie Initial stockholder (I) 3,375,000 20.00% $ 25,000 0.00% $ 0.006 Public Stockholders 13.500,000 80.00 135.000.000 100.00 $ 10.00 16,875,000 100.0% $ 135.025,000 100.0% (1) Assumes the forfeiture of 506.250 founder shares if the undamPere over-allocman option is not exercised. The pro forma net tangible book value per share after the offering is calculated as follows: Numerator: Net tangible book value before this offering $ 24.000 Proceeds from this offering and sale of the private placement warrants, net of expenses 136,000,000 Offering costs excluded from net tangible book value before this offering 1.000 Less: deferred underwriters' commissions payable (4,050.000) Less.: amount of common Mock subject to redemption to maintain net tangible assets of $5.000.010 (126.974.990) $ 5.000,0 Denominator: Shares of common stock outstanding prior to this offering 3,8131,250 Shares forfeited if over-allotment is not exercised (506.250) Shares of common stock included in the units offered 13,500,000 Less: shares subject to redemption to maintain net tangible assets of $5,000,010 (12,697,499) 4.177,501 63 CAPITALIZATION The following table sets forth our capitalization at June 5. 2015. and as adjusted to give effect to the filing of our amended and restated certificate of incorporation, the sale of our 13,500.000 units in this offering for 5135.000.000 (or $10.00 per unit) and the sale of 11,600.000 private placement warrants for 55.800.000 (or $0.50 per warrant) and the application of the estimated net proceeds derived from the sale of such securities: June 5, 2015 Actual As Adjusted (I) Deferred underwriting commissions — $ 4.050.000 Notes payable Common stock. subject to redemption (2) 126,974,990 Stockholders equity (deficit): hap:Hamm.sec.gov/Archi tag/Maar/data/ 643953A)001213900150054254120158.2_globalperIner.htmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057867 CONFIDENTIAL SONY GM_00204051 EFTA01366341