EFTA01366364.pdf

initially anticipated to be 9(aX2) and Rule 10b-i of shares. $10.00 per share), including the Exchange Act. None of interest (which interest shall be the funds in the trust net of tams payable) divided by account will be used to the number of then outstanding purchase shares in such public shares, subject to the transactions. limitation that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000.001 and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of a proposed business combination. 93 Redemptions in Connection Other Permitted Purchases Redemptions lust fail to with our Initial Busintxs of PuNk Shares b) our Complete an Initial Combination Affiliate( Business Combination Impact to remaining The redemptions in If the permitted purchases The redemption of our stockholders connection with our initial described above are made, public shares if we fail to business combination will there will be no impact to complete our business reduce the book value per our remaining stockholders combination will reduce the share for our remaining because the purchase price book value per share for the stockholders, who will bear would not be paid by us. shares held by our initial the burden of the deferred stockholder, who will be our underwriting commissions only remaining stockholder and interest withdrawn in after such redemptions. order to pay taxes (to the extent not paid from amounts accrued as interest on the funds held in the trust account). Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419 The following table compares the term of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their over-allotment option. None of the provisions of Rule 419 apply to our offering. Terms of Our Offering Terns Under a Rule 419 Offering Escrow of offering The rules of the NASDAQ Capital Market Approximately $114210.000 of the proceeds provide that at least 90% of the gross offering proceeds, r cpw........oting the gross proceeds from this offering and the private proceeds of this offering less allowable placement be deposited in a trust account. underwriting commissions, expenses anti Approximately $135.000.000 of the net company deductions under Rule 419. proceeds of this offering and the sale of the would be required to be deposited into private placement warrants will be either an escrow account with an insured deposited into a trust account located in the depositary institution or in a separate bank United States with Continental Stock account established by a broker-dealer in Transfer & Trust Company acting as which the broker-dealer acts as trustee for trustee. persons having the beneficial interests in the account. 94 Terms or Our Offering Terms Under a Rule 419 Offering httniAvaw.see.gov/Archi vasfedear/datatI 643953A)00121390015005425412015a2_globalperincr.hbnr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057890 CONFIDENTIAL SONY GM_00204074 EFTA01366364