EFTA01366306.pdf

except for the withdrawal of interest to pay taxes. Based upon current interest rates. we expect the trust account to generate approximately $25,000 of interest annually (assuming an interest rate of 0.02% per year). Unless and until we complete our initial business combination. we may pay our expenses only from: Is • the net proceeds of this offering not held in the trust account, which will be approximately $1,000,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties, although they arc under no obligation to advance funds or invest in us. and provides! any such loans will not have any claim on the proceeds held in the trust account unless such proceeds arc released to us upon completion of a business combination. Conditions to completing our initial business combination There is no limitation on our ability to raid: funds privately or through loans in connection with our initial business combination. The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the tam account (less any deferred underwriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. We do not intend to purchase multiple businesses in unrelated industries in connection with our initial business combination. If our board of directors is not able to independently deteminic the fair market value of the target business or businases, we will obtain an opinion from an independent amounting firm or an independent investment banking firm that is a member of FINRA. We will complete our initial business combination only if the post-transaction company in which our public stockholders own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires 50% or more of the voting securities of the target our stockholders prior to the business combination may collectivch own a minority interest in the post-transaction company. depending on valuations ascribed to the target and us in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test, provided that in the event that the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate value of all of the target businesses. 16 Permitted purchases of httpiAvsay.sec.gov/Archivesfedgar/dataft643953/000121390015005425412015a2_globalperIncr.htm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057832 CONFIDENTIAL SONY GM_00204018 EFTA01366306