EFTA01366365.pdf

Investment of net Approximately $135.000.000 of the net Procoals could be invested only in proceeds offering proceeds and the sale of the specified securities such as a money market private placement warrants held in mist fund meeting conditions of the Investment will be invested only in U.S. government Company Act or in securities that are direct treasury bills with a maturity of 180 days obligations of, or obligations guaranteed as or less or in money market funds meeting to principal or interest by. the United certain conditions under Rule 2a-7 under States. the Investment Company Act which invest only in direct U.S. government treasury obligations. Receipt of interest on Interest on proceeds from the trust account Interest on funds in escrow account would escrowed funds to be paid to stockholders is reduced by (i) be held for the sole benefit of investors, any taxas paid or payable and (ii) in the unless and only after the funds held in event of our liquidation for failure to escrow were released to us in connection complete our initial business combination with our completion of a business within the allotted time, up to $50,000 of combination. net interest that may be released to us should we have no or insufficient working capital to fund the cost; and expenses of our dissolution and liquidation. Limitation on fair The NASDAQ rules require that our initial The fair value or net assets of a target value or net assets business combination must be with one or business must represent at least 80% of the of target business more target businesses that together have a maximum offering proceeds. fair market value equal to at least 80% of the balance in the trust account (less any deferral undenvriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. Trading of securities The units will begin trading on or promptly No trading of the units or the underlying issued after the date of this prospectus. The common stock and warrants would be common stock and warrants comprising the permitted until the completion of a business units will begin separate trading on the 52v° combination. During this period, the day following the date of this prospectus securities would be held in the escrow or unless informs us of its decision to allow Mist account. earlier separate trading. subject to our having filed the Current Report on Form 8- K described below and having issued a press release announcing when such separate trading will begin. 95 Terms of Our Offering Terms Under a Ride 419 Offering We will file the Current Report on Form 8- K promptly after the closing of this offering. which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. httplAvviw.sec.gov/Arehivestedgaildatatid43953A/00121390015005425/112015a2_globalpernier.Mmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057891 CONFIDENTIAL SONY GM_00204075 EFTA01366365