EFTA01366382.pdf

of our initial business combination. The fee will only be payable upon closing of our initial business combination. and may be paid out of the offering proceeds deposited in the trust arnsint. The per-sham amount distributed to any redeeming stockholders upon the completion of our initial business combination will not be reduced as a result of such fee. A majority of disinterested directors win detennine the nature and amount of such fee, which will be based upon the prevailing market rate for similar services negotiated at alms' length for such transactions at such time, but will in no event exceed $3,000,000 in the aggregate. Any such fee will also be subject to the review of our audit committee pursuant to the audit committee's policies and procedures relating to transactions that may present conflicts of interest. No such fee will be payable to our Chief Executive Officer. Our sponsor. executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made 117 to our sponsor. officers. directors or our or their affiliates and will detennine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. As of the date of this prospectus, our sponsor has loaned us $225,000 to be used for a portion of the expenses of this offering. These loans are non-interest bearing. unsecured and are due at the earlier of Ikeember 31, 2015 or the closing of this offering. The loans will be repaid upon the closing of this offering out of the estimated $750,000 of offering proceeds that has been allocated to the payment of offering expenses. The value of our sponsor's interest in this transaction corresponds to the principal amount outstanding under any such loan. In addition, in order to finance transaction costs in connection with an intended initial business combination, our sponsor or an affiliate of our sponsor or certain of our officers, directors and director nominees may, but arc not obligated to, loan us funds as may be required. If we complete an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close. we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $1,500.000 of such loans may be convertible into warrants of the post business combination entity at a price of $0.50 per warrant at the option of the lender. The warrants would be identical to the placement warrants issued to the initial holder. The terms of such loans by our officers. directors and director nominees, if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor or an affiliate of our sponsor as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account. After our initial business combination. members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known. in the tender offer or proxy solicitation materials. as applicable. furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation. We have entered into a registration rights agreement with respect to the founder shares and private placement warrants, which is described under the heading "Principal Stockholders—Registration Rights." 118 DESCRIPTION OF SECURITIES Pursuant to our amended and restated certificate of incorporation. our authorized capital stock consists of 35,000,003 shares of common stock, zoom par value, and 1,000,000 shares of undesignated preferred stock, $acool par value. The following description summarizes the material terms of our capital stock. Because it is only a summary. it may not contain all the information that is important to you. Units Each unit has an offering price of $10.00 and consists of one share of common stock and one warrant. Each warrant entitles the holder thereof to purchase one-half of one share of our common stock at a price of $5.75 per half share, subject to adjustment as described in this prospectus. For example. if a warrant holder holds two warrants. such warrants will be exercisable for one share of the company's common stock at a price of $11.50 per share. Warrants must be exercised for one whole share of common stock. The common stock and warrants httpthenv.see.gov/Arehivestedgar/datatl643953/000121390015005425412015a2_globalparnicuMm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057908 CONFIDENTIAL SONY GM_00204092 EFTA01366382