EFTA01366325.pdf

We will consider an initial business combination outside the technology, media. financial services, industrials and consumer/retail sectors (which sectors may or may not be outside our management's areas of expertise) if a business combination candidate is presented to us and we determine that such candidate offers an acquisition opportunity for our company. Although our management will endeavor to evaluate the risks inherent in any particular business combination candidate, we cannot assure you that we will adequately ascertain or assess all of the significant risk factors. We also cannot assure you that an investment in our units will not ultimately prove to be less favorable to investors in this offering than a direct investment, if an opportunity were available, in a business combination candidate. In the event we elect to pursue an acquisition outside of the areas of our management's expertise. our management's expertise may not be directly applicable to its evaluation or operation. and the information contained in this 40 prospectus regarding the areas of our management's expertise would not be relevant to an understanding of the business that we elect to acquire. Although we identified general criteria and guidelines that we believe are important in evaluating prospective target businesses, we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result, the target business with which we enter into our initial business combination may not have attributes entirely consistent with our general criteria and guidelines. Although we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target business with which we enter into our initial business combination will not have all of these positive attributes. If we complete our initial business combination with a target that dots not meet some or all of these guidelines, such combination may not be as successful as a combination with a business that dots meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that dots not meet our general criteria and guidelines, a greater number of stockholders may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our trust account and our warrants will expire worthless. We may seek investment opportunities with a financially unstable business or an entity lacking an established record of revenue or earnings. To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of sales or earnings. we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers, directors and director nominees will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or mince the chances that thus: risks will adversely impact a target business. We are not required to obtain an opinion from an independent investment banking or accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for ilw business is fair to our company from a financial point of view. Unless we complete our business combination with an affiliated entity, we arc not required to obtain an opinion from an independent investment banking or accounting firm that the price we am paying is fair to our company from a financial point of view. If no opinion is obtained, our stockholders will be relying on the judgment of our board of directors. who will determine fair market value based on standards generally accepted by the financial community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable, related to our initial business combination. We may issue additional common or preferred shares to complete our initial business combination or under an employee incentive plan after completion of our initial business combination, which would dilute the interest of our stockholders and likely present other risks. Our amended and restated certificate of incorporation will authorize the issuance of up to 35.000.000 shares of common stock, par value $0.0001 per share, and 1.000.000 shares 41 of preferred stock, par value $aaool per share. Immediately after this offering, there will be 5.575.000 (assuming httplAcww.seclov/Archivosfedgar/dataft643953O10121390015fft5425/112015a2_globalpainechtm(7/27/2015 8:51:37 AM) CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057851 CONFIDENTIAL SONY GM_00204035 EFTA01366325