EFTA01366303.pdf

even if we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a "cashless basis." In determining whether to require all holders to exercise their warrants on a "cashless basis." our management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of common stock issuablc upon the exercise of our warrants. In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the "fair market value" (defined below) by (y) the fair market value. The "fair market value" shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. Please se: the section entitled "Description of Securities—Warrants—Public Stockholders' Warrants" for additional information. None of the private placement warrants will be redeemable by us so long as they arc held by the initial purchasers of the private placement warrants or their permitted transferees. 12 Founder shares 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 underwriter's overallotment option is unexercimxl, our initial stockholder may forfeit up to 506.250 founder shares so that its remaining founder shares would i‘po.ant 20.0% of the outstanding shares of common stock upon completion of this offering (assuming it does not purchase any units in this offering). Prior to the initial investment in the company of $25,000 by our sponsor, the company had no assets. tangible or intangible. The purchase price of the founder shares was determined by dividing the amount of cash contributed to the company by the number of founder shares Sued. If we increase or decrease the size of the offering pursuant to Rule 462(b) under the Securities Act, we will effect a stock dividend or share contribution back to capital or other appropriate mechanism, as applicable. immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial stockholder prior to this offering at 20.0% of our Sued and outstanding shares of our common stock upon the consummation of this offering. Our initial stockholder will own 20.0% of our issued and outstanding shares after this offering (assuming it does not purchase any units in this offering). The founder shares are identical to the shares of common stock included in the units being sold in this offering, except that • the founder shares are subject to certain transfer restrictions. as described in more detail below, and htto:fiv.ww.sec.gov/Archivecledgar/datatI 643953O8,121390015005425412015e2_globalperiner.htinri27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057829 CONFIDENTIAL SONY GM_00204013 EFTA01366303