EFTA01366346.pdf

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 to our sponsor. officers. directors or our or their affiliates and will determine 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 am non-interest bearing. unsecured and are due at the earlier of December 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. 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 our initial business combination, we would repay such loaned amounts. In the event that our 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 69 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. Our sponsor has committed to purchase an aggregate of 11,600,000 (or 12,815,000 if the underwriters' over- allotment option is exercised in full) private placement warrants at a price of $0.50 per warrant ($5,800,000 in the aggregate or $6,407,5(X) if the underwriters' over-allotment option is exercised in full) in a private placement that will occur simultaneously with the closing of this offering. Each private placement warrant entitles the holder to purchase one-half of one share of our common stock at $5.75 per share. Our sponsor will be permitted to transfer the private placement warrants held by them to certain permitted transferees. including our executive officers and directors and other persons or entities affiliated with or related to them, but the transferees receiving such securities will be subject to the same agreements with respect to such securities as the sponsor. Otherwise, these warrants will not, subject to certain limited exceptions. be transferable or salable until 30 days after the completion of our business combination. The private placement warrants will be non-redeemable so long as they are held by our sponsor or its permitted transferees (except as described below under "Principal Stockholders—Transfers of Founder Shares and Private Placement Warrants."). The private placement warrants may also be exercised by the sponsor or its permitted transferees for cash or on a cashless basis. Othenvise. the private placement warrants have terms and provisions that are identical to those of the warrants being sold as part of the units in this offering. Pursuant to a registration rights agreement we will enter into with our initial stockholder and the initial purchasers of the private placement warrants on or prior to the closing of this offering. we may be required to register certain securities for sale under the Securities Act. These holders arc entitled under the registration rights agreement to make up to three demands that we register certain of our securities held by them for sale under the Securities Act and to have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders have the right to include their securities in other registration statements filed by us. However, the registration rights agreement provides that we will not permit a registration statement filed under the Securities Act to become effective until the securities covered thereby are released from their lock- up restrictions, as described herein. We will bear the costs and expenses of filing any such registration statements. Sec "Certain Relationships and Related Party Transactions.- Off-Balance Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results As of June 5, 2015, we did not have any off-balance sheet arrangements as defined in Item 303(aX4Xii) of Regulation S-K and did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus as we have conducted no operations to date. JOBS Act On April 5, 2012. the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an "emerging growth company" and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements teased on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on thc relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with httpuwaw.sec.gov/Arehivasfedgar/dataff 643953A)00121390015005425412015a2_globalperiner.hhur/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057872 CONFIDENTIAL SONY GM_00204058 EFTA01366346