EFTA01366339.pdf

The net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately complete our business combination. If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the trust account are used for payment of the consideration in connection with our 58 business combination, we may apply the balance of the cash released from the trust account for general corporate purposes. including for maintenance or expansion of operations of the post-transaction company. the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. We believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds arc allocated. This belief is based on the fact that while we may begin preliminary due diligence of a target business in connection with an indication of interest, we intend to undertake in-depth due diligence. depending on the circumstances of the relevant prospective acquisition, only after we have negotiated and signed a letter of intent or other preliminary agreement that addresses the terms of a business combination. However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than the actual amount necessary to do so, we may be required to raise additional capital. the amount, availability and cost of which is currently unascertainable. If we are required to seek additional capital. we could seek such additional capital through loans or additional investments from our sponsor. members of our management team or their affiliates, but such persons are not under any obligation to advance funds to, or invest in, us. We will enter into an Administrative Senies Agreement pursuant to which we will pay our sponsor a total of $10,000 per month for office space, utilities and administrative support. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly foes. 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 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 are not obligate! to. loan us funds as may be required. If we complete our initial business combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans would be repaid only out of funds held outside the trust account. 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 mist account would be used to repay such loaned amounts. Up to $1,500.000 of such loans may be convertible into wan-ants 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 private placement warrants issued to the initial stockholder. 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 accounL If we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our sponsor. directors, officers. advisors or their affiliates may also purchase shares in privately negotiated transactions either prior to or following the completion of our initial business combination. ['mover. they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public information not disclosed to the seller or if such purchases arc prohibited by Regulation M under the Exchange Act. We do not currently 59 anticipate that such purchases. if any. would constitute a tender offer subject to the tender offer rules under the Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however. if the purchasers determine at the time of any such purchases that the purchases arc subject to such rules, the purchasers will comply with such rules. We may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5.000,001 (so that we are not subject to the SEC's "penny stock" rules) and the agreement for our business combination may require as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements. we would not proceed with the redemption of our public shares or the business combination, and instead may search for an alternate business combination. httrthenv.see.gov/Arehiveledgar/datatI 643953/00012139001500542541201582_globalperinaltm17/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) DB-SDNY-0057865 CONFIDENTIAL SONY GM_00204049 EFTA01366339