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Share Name | Share Symbol | Market | Type |
---|---|---|---|
(MM) | NASDAQ:BGSCU | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 10.30 | 0 | 01:00:00 |
Price to
Public |
Underwriting Discounts
and Commissions (1) |
Proceeds, Before
Expenses, to us |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per Unit
|
$ | 10.00 | $ | 0.50 | $ | 9.50 | ||||||||
Total
|
$ | 40,000,000 | $ | 2,000,000 | $ | 38,000,000 |
1)
|
Includes $0.20 per unit, or approximately $800,000 ($920,000 if the underwriters over-allotment option is exercised in full), payable to the underwriters for a deferred corporate finance fee to be placed in the trust account described below. These funds will be released to the underwriters only on completion of our initial business combination, as described in this prospectus. See Underwriting for more details regarding the total compensation payable to the underwriters. |
PrinceRidge
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Mitsubishi UFJ Securities
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Chardan Capital Markets, LLC
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Aegis Capital Corp
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1 | ||||||
26 | ||||||
27 | ||||||
59 | ||||||
60 | ||||||
64 | ||||||
65 | ||||||
67 | ||||||
68 | ||||||
73 | ||||||
102 | ||||||
111 | ||||||
114 | ||||||
116 | ||||||
126 | ||||||
133 | ||||||
135 | ||||||
145 | ||||||
148 | ||||||
156 | ||||||
156 | ||||||
156 | ||||||
F-1 |
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references in this prospectus to we, us or our company refer to BGS Acquisition Corp.; |
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references to an FPI or FPI status are references to a foreign private issuer as defined by and determined pursuant to Rule 3b-4 of the Exchange Act; |
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references in this prospectus to founder shares refer to the ordinary shares held by Julio Gutierrez, our initial shareholder prior to this offering; |
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references to initial business combination or business combination are to our initial acquisition, share exchange, share reconstruction and amalgamation or contractual control arrangement with, or purchase of, all or substantially all of the assets of, or engaging in any other similar business combination with, one or more businesses; |
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references in this prospectus to initial shareholder refer to Julio Gutierrez; |
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references in this prospectus to our public shares refer to our ordinary shares sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market); |
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references to public shareholders refer to the holders of our public shares, including our initial shareholder and management team to the extent our initial shareholder and/or members of our management team purchase public shares, provided that our initial shareholder and each member of management shall be considered a public shareholder only with respect to any public shares held by them; |
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references in this prospectus to our management or our management team refer to our officers and directors; |
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references to our initial investors refers to the following individuals: Julio Gutierrez, Claudia Gomez, Cesar Baez, Mariana Gutierrez Garcia and John Grabski; |
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references to investor warrants are to the warrants to purchase an aggregate of 3,000,000 ordinary shares, each exercisable for one ordinary share at $10.00 per share, at a price of $0.75 per warrant ($2,250,000 in the aggregate) in a private placement that will occur simultaneously with the consummation of this offering; |
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references to underwriter warrants are to the warrants to purchase an aggregate of 266,667 ordinary shares, each exercisable for one ordinary share at $10.00 per share, at a price of $0.75 per warrant (approximately $200,000 in the aggregate) in a private placement that will occur simultaneously with the consummation of this offering; |
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references to private placement are to the private placement of the investor warrants and the underwriter warrants for an aggregate of 3,266,667 warrants that will occur simultaneously with the consummation of this offering for an aggregate purchase price of approximately $2,450,000; |
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references to MERCOSUR refers to Argentina, Brazil, Paraguay and Uruguay; |
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references to the Companies Act means the BVI Business Companies Act, 2004 of the British Virgin Islands; |
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references in this prospectus to the memorandum and articles of association refer to our memorandum and articles of association, as amended; and |
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except as specifically provided otherwise, the information in this prospectus assumes that the underwriters will not exercise their over-allotment option. |
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FORTIN QUIETO SA: co-owner with Pablo Pol Srl of 12,000 hectares and 8,500 head of cattle, in Lincoln, Buenos Aires Province, in Argentina. The family of Julio Gutierrez has a 100% controlling interest in this entity. |
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PABLO POL SRL: co-owner with Fortin Quieto SA of 12,000 hectares and 8,500 head of cattle, in Lincoln, Buenos Aires Province, in Argentina. The family of Julio Gutierrez has a 100% controlling interest in this entity. |
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DEGEAI SA: a company engaged in the business of providing management and advisory services to asset management companies and small and medium sized enterprises. The family of Julio Gutierrez has a 100% controlling interest in this entity. |
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FARIAGRO SA: a real estate company engaged in urban development in Argentina. The family of Julio Gutierrez has a 100% controlling interest in this entity. |
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SUMMA INC: owns a 2.3% interest in Intercable Venezuela, a cable television operator in Venezuela. The family of Julio Gutierrez has a 33% interest in this entity. |
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GUTCAS SA and GUTIERRAS SA: owner of 280 hectares intended to be developed into a country club in Canuelas, Buenos Aires Province, Argentina. The family of Julio Gutierrez has a 100% controlling interest in this entity. |
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BIENCO SA: owner of 120 hectares intended to be developed into a country club in Canuelas, Buenos Aires Province, Argentina. The family of Julio Gutierrez has a 100% controlling interest in this entity. |
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Established Companies with Proven Track Records . We will seek to acquire established companies with sound historical financial performance. We will typically focus on companies with a history of strong operating and financial results and strong fundamentals. We do not intend to acquire start-up companies or companies with recurring negative free cash flow. |
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Companies with, or with the Potential for, Strong Free Cash Flow Generation . We will seek to acquire one or more businesses that already have generated, or have the potential to generate, strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams. |
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Strong Competitive Industry Position . We intend to focus on targets that have a leading, growing or niche market position in their industry. We will analyze the strengths and weaknesses of target businesses relative to their competitors. We will seek to acquire a business that demonstrates advantages when compared to their competitors, which may help to protect their market position and profitability. |
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Experienced Management Team . We will seek to acquire one or more businesses with a strong, experienced management team that provides a platform for us to further develop the acquired business management capabilities. We will seek to partner with a potential targets management team and expect that the operating and financial abilities of our executive team will complement their own capabilities. |
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Business with Revenue and Earnings Growth or Potential for Revenue and Earnings Growth . We will seek to acquire one or more businesses that have achieved, or have the potential for, significant revenue and earnings growth through a combination of brand and new product development, increased production capacity, expense reduction, synergistic follow-on acquisitions and increased operating leverage. |
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Diversified Customer and Supplier Base . We will seek to acquire businesses that have a diversified customer and supplier base. We believe that companies with a diversified customer and supplier base are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors. |
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Benefit from Being a Public Company . We intend to acquire a company that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. |
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experience in sourcing, acquiring, operating, financing and selling businesses; |
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reputation for integrity and fair dealing with sellers, capital providers and target management teams; |
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significant experience as advisors on transactions; |
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experience in executing transactions under varying economic and financial market conditions; and |
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experience in operating in developing environments around the world. |
Securities
offered
|
4,000,000 units, at $10.00 per unit, each unit consisting of:
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one ordinary share; and
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one warrant.
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NASDAQ
Capital Market symbols
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Units: BGSCU
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Ordinary shares: BGSC
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Warrants: BGSCW
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Trading
commencement and separation of ordinary shares and warrants
|
The
units will begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate
trading ten business days following the earlier to occur of the expiration of the underwriters over-allotment option, its exercise in full or the
announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option, subject to our issuing a
press release announcing the trading date when such separate trading will commence.
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Separate
trading of the ordinary shares and warrants is prohibited until we have filed a Form 6-K
|
In no
event will the ordinary shares and warrants be traded separately until we have filed a Form 6-K with the SEC containing an audited balance sheet
reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Form 6-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 underwriters over-allotment option is exercised
following the initial filing of such Form 6-K, a second or amended Form 6-K will be filed to provide updated financial information to reflect the
exercise of the underwriters over-allotment option.
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Units:
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Number
outstanding before this offering
|
0
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Number
outstanding after this offering
|
4,000,000
|
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Ordinary
shares:
|
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Number
outstanding before this offering
|
1,533,333
1
|
1
|
This number includes an aggregate of 200,000 founder shares held
by our initial shareholder that are subject to forfeiture to the extent that the over-allotment option is not exercised by the
underwriters.
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Number
outstanding after this offering
|
5,333,333
23
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Warrants:
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Number of
investor warrants to be sold simultaneously with closing of this offering
|
3,000,000
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Number of
underwriter warrants to be sold simultaneously with the closing of this offering
|
266,667
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Number of
warrants to be outstanding after this offering and the private placement
|
7,266,667
|
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Exercisability and exercise price
|
Each
warrant offered in this offering is exercisable to purchase one ordinary share at $10.00 per share, subject to adjustments as described
herein.
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Exercise
period
|
The
warrants will become exercisable on the later of:
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30 days after the completion of our initial business combination, or
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12 months from the closing of this offering;
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provided in each case that we have an effective registration statement under the Securities Act covering the ordinary shares issuable upon
exercise of the warrants and a current prospectus in respect thereof is available, and such shares are registered, qualified or exempt from
registration under the securities laws of the state of residence of the holder. Notwithstanding the foregoing, if a registration statement covering the
ordinary shares issuable upon exercise of the public warrants has not been declared effective within 60 business days following the closing of our
initial business combination, warrantholders may, until such time as there is an effective registration statement and during any period when we shall
have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to the exemption provided by Section
3(a)(9) of the Securities Act of 1933.
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The
warrants will expire at 5:00 p.m., New York time, five years after the completion of our initial business combination or earlier upon redemption or
liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust
account.
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2
|
Assumes no exercise of the underwriters over-allotment option and the resulting forfeiture of 200,000 founder shares. |
3
|
Assumes no exercise of the unit purchase option. For more information, see Description of Securities Underwriters Unit Purchase Option and Underwriting Purchase Option. |
Redemption
of warrants
|
Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described below with respect to the investor warrants or the
underwriter warrants:
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in whole and not in part;
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at a price of $0.01 per warrant;
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upon a minimum of 30 days prior written notice of redemption; and
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if, and only if, the last sale price of our ordinary shares equals or exceeds $16.50 per share for any 20 trading days
within a 30-trading day period ending on the third business day before we send the notice of redemption to the warrant holders.
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We
will not redeem the warrants unless there is an effective registration statement covering the ordinary shares issuable upon exercise of the warrants
and a current prospectus in respect thereof is available throughout the 30-day redemption period.
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None
of the investor warrants or the underwriter warrants will be redeemable by us so long as they are held by, as applicable, our initial investors, the
underwriters (and/or their designees) or their permitted transferees.
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Founder
shares
|
On
October 5, 2011, our initial shareholder purchased an aggregate of 1,725,000 founder shares for an aggregate purchase price of $25,000, or
approximately $0.014 per share. On March 14, 2012, our directors approved a 1.125-for-1 reverse split of our outstanding ordinary shares, reducing the
number of outstanding ordinary shares from 1,725,000 to 1,533,333. The founder shares held by our initial shareholder include an aggregate of 200,000
shares subject to forfeiture to the extent that the underwriters over-allotment option is not exercised in full, so that our initial shareholder
will own 25.0% of our issued and outstanding shares after this offering (assuming the initial shareholder does not purchase any units in this
offering).
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The
founder shares are identical to the ordinary shares included in the units being sold in this offering, except that:
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the founder shares are subject to certain transfer restrictions, as described in more detail below, and
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our initial shareholder has agreed (1) to waive his redemption rights with respect to his founder shares and any public
shares he holds in connection with the consummation of our initial business combination and (2) to waive his rights to liquidating distributions with
respect to his founder shares if we fail to consummate our initial business combination within 15 months from the closing of this offering (or 18
months from the closing of this offering if we have entered into a definitive agreement with a target business), although our initial shareholder will
be entitled to receive liquidating distributions with respect to any public shares he holds if we fail to consummate our initial business combination
within such time period.
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If we
submit our initial business combination to our shareholders for a vote, our initial shareholder has agreed to vote his founder shares and any public
shares he purchases during or after this offering in favor of our initial business combination, and our initial shareholder, officers and directors
have also agreed to vote any public shares purchased by them during or after this offering in favor of our initial business
combination.
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Transfer
restrictions on founder shares
|
Our
initial shareholder has agreed not to transfer, assign or sell any of his founder shares (except to permitted transferees, as described in this
prospectus) until:
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with respect to 20% of such shares, upon consummation of our initial business combination;
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $12.00 for any 20 trading days
within a 30 trading day period following the consummation of our initial business combination;
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $13.50 for any 20 trading days
within a 30 trading day period following the consummation of our initial business combination;
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $15.00 for any 20 trading days
within a 30 trading day period following the consummation of our initial business combination;
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with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $17.00 for any 20 trading days
within a 30 trading day period following the consummation of our initial business combination; and
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with respect to 100% of such shares, immediately if, following a business combination, we engage in a subsequent transaction
(1) resulting in our shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or
other change in the majority of our board of directors or management team in which the company is the surviving entity.
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Warrants
|
Our
initial investors and the underwriters (and/or their designees) have committed to purchase an aggregate of 3,266,667 warrants, each exercisable to
purchase one ordinary share at $10.00 per share, at a price of $0.75 per warrant (approximately $2,450,000 in the aggregate) in the private placement
that will occur simultaneously with the closing of this offering. The investor warrants and the underwriter warrants have terms and provisions that are
substantially identical to those of the warrants being sold as part of the units in this offering (provided, however, that for so long as the
underwriter warrants are held by the underwriters and their affiliates, the underwriter warrants will not be exercisable after the five year
anniversary of the effective date of the registration statement of which this prospectus forms a part). The purchase price of the investor warrants and
the underwriter warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete our initial business
combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we have entered into a definitive
agreement for, but have not yet consummated, our initial business combination with a target business within such 15 month period), the proceeds of the
sale of the investor warrants and the underwriter warrants will be used to fund the redemption of our public shares, and the investor warrants will
expire worthless and the investor warrants and the underwriter warrants will also be non-redeemable so long as they are held by our initial investors,
the underwriters (and/or designees) or their permitted transferees (except as described below under Principal Shareholders Transfers of
Founder Shares, Investor Warrants and Underwriter Warrants).
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Transfer
restriction on investor and underwriter warrants
|
The
investor and underwriter warrants (including the ordinary shares issuable upon exercise of such warrants) will not be transferable, assignable or
salable until 30 days after the completion of our initial business combination, and they will be non-redeemable so long as they are held by our initial
investors, the underwriters (and/or designees) or their permitted transferees (except as described below under Principal Shareholders
Transfers of Founder Shares, Investor Warrants and Underwriter Warrants). If the investor warrants or the
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underwriter warrants, as applicable, are held by holders other than our initial investors, the underwriters (and/or designees) or their
permitted transferees, such warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included in the units
being sold in this offering.
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|
The
underwriter warrants are also subject to certain additional restrictions on transfer as required by FINRA. See UnderwritingUnderwriter
Warrants.
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Proceeds to
be held in trust account
|
$40,600,000, or $10.15 per unit of the proceeds of this offering and the proceeds of the private placement of the investor and the underwriter
warrants ($46,420,000, or approximately $10.09 per unit, if the underwriters over-allotment option is exercised in full), will be placed in a
segregated trust account at J.P. Morgan Chase Bank N.A., London Branch with Continental Stock Transfer & Trust Company acting as trustee and will
be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule
2a-7 under the Investment Company Act and that invest solely in U.S. Treasuries. These proceeds include $800,000 ($920,000 if the underwriters
over-allotment option is exercised in full) in deferred underwriting discounts and commissions.
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Except for the interest income that may be released to us to pay any taxes and to fund our working capital requirements, and any amounts
necessary to purchase up to 15% of our public shares if we are no longer an FPI and we seek shareholder approval of our business combination, as
discussed below, none of the funds held in the trust account will be released from the trust account until the earlier of: (1) the consummation of our
initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we have entered into
a definitive agreement with a target business within such 15 month period) and (2) a redemption to public shareholders prior to any voluntary
winding-up in the event we do not consummate our initial business combination within this 15 (or 18) month period. The proceeds deposited in the trust
account could become subject to the claims of our creditors, if any, which would have priority over the claims of our public
shareholders.
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Anticipated
expenses and funding sources
|
Unless and until we complete our initial business combination, no proceeds held in the trust account, other than interest earned on the trust
account (net of taxes payable), will be available for our use. Based upon the current interest rate environment, we expect the proceeds placed in the
trust account to generate approximately
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$115,000 of interest over the next 18 months; however, this estimate may not be accurate. We may pay our expenses only from:
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interest earned on the funds in the trust account;
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the net proceeds of this offering not held in the trust account, which expect to be approximately $200,000 in working
capital after the payment of approximately $450,000 in expenses relating to this offering; and
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up to $500,000 (or a higher amount at his discretion) in loans from our Chairman, Julio Gutierrez, to fund all expenses
relating to investigating and selecting a target business, negotiating an acquisition agreement and consummating such acquisition and our other working
capital requirements (estimated at $700,000 in the aggregate), prior to the consummation of our initial business combination. The loans will be due and
payable upon the completion of our initial business combination and will be on terms that waive any and all rights to the funds in the trust account.
Accordingly, the lenders will bear the risk that no business combination will occur and that its loans will not be repaid.
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Required
shareholder vote if we hold a shareholder vote
|
If we
seek shareholder approval in conjunction with the consummation of our initial business combination, a majority of the shares that are voted and are
entitled to vote is required to approve the business combination. In connection with such a vote, all of the ordinary shares owned by our initial
shareholder, who will own at least 25% of our outstanding ordinary shares after the offering, our officers and directors and any ordinary shares we may
purchase in privately negotiated transactions will be voted for the business combination; and therefore we may be able to proceed with the business
combination even if a substantial majority of our public shareholders vote against the business combination. Many blank check companies require that a
majority of the public shares that are voted and entitled to vote approve the business combination.
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Conditions
to consummating our initial business combination
|
There
is no limitation on our ability to raise funds privately or through loans in connection with our initial business combination. Subject to the NASDAQ
Capital Market requirement 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 sum of the balance in the trust account (less any deferred corporate finance fees and taxes payable on interest earned) at
the time of our signing a definitive agreement in connection with our initial business combination, our management will have virtually unrestricted
flexibility in
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indentifying and selecting one or more prospective businesses. We will consummate our initial business combination only if we (or any entity
which is a successor to us in an initial business combination) will become the majority shareholder of the target. Even though we will own a majority
interest in the target, our shareholders prior to the business combination may collectively own a minority interest in the post business combination
company, depending on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we
issue a substantial number of new shares in exchange for all of the outstanding capital shares of a target. In this case, we would acquire a 100%
controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our shareholders immediately prior to
our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business
combination.
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Foreign
Private Issuer status
|
As a
new registrant with the SEC, we are required to determine our status as an FPI under Rule 3b-4(d) of the Exchange Act, 30 days prior to the filing our
initial registration statement with the Commission. If we make a determination that we qualify as an FPI, we will be required to comply with the tender
offer rules in connection with our initial business combination. We are required to determine our status as an FPI on an ongoing basis and for the 2012
fiscal year, we will determine our FPI status as of the last day of our most recently completed second fiscal quarter, or January 31, 2013. On such
date, if we no longer qualify as an FPI (as set forth in Rule 3b-4 of the Exchange Act), we will then become subject to the U.S. domestic issuer rules
as of the first day of our 2013 fiscal year following the determination date, or August 1, 2013. As a result, should we determine on January 31, 2013,
that we are no longer an FPI, commencing on August 1, 2013 we will be subject to the U.S. domestic issuer rules and we will have the option of
conducting redemptions like other blank check companies in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. In addition, once we fail to qualify as an FPI, we will remain so unless we meet the requirement for an FPI as of the last business
day of the second fiscal quarter following the end of the fiscal year that we lost our FPI status. We may voluntarily lose our status as an FPI so that
we can avail ourselves of the flexibility provided to U.S. domestic issuers. In determining whether to voluntarily obtain U.S. domestic issuer status,
we will consider among other factors, the time required to complete a business combination pursuant to the proxy
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rules
and tender offer rules and whether we believe we are more likely to consummate a business combination if we have the flexibility afforded to U.S.
domestic issuers.
|
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Permitted
purchases of public shares by us prior to the consummation of our initial business combination using amounts held in the trust
account
|
If we
do not conduct redemptions pursuant to the tender offer rules because we no longer have FPI status and are no longer subject to the FPI rules, prior to
the consummation of our business combination, our memorandum and articles of association and the investment management trust agreement to be entered
into between us and Continental Stock Transfer & Trust Company will permit the release to us from the trust account amounts necessary to purchase
up to 15% of the shares sold in this offering (600,000 shares, or 690,000 shares if the underwriters over-allotment option is exercised in full)
at any time commencing after the filing of a preliminary proxy statement for our initial business combination and ending on the record date of the
shareholder meeting to approve such initial business combination. Purchases will be made only in open market transactions at times when we are not in
possession of any material non-public information and may not be made during a restricted period under Regulation M under the Exchange Act. Due to the
relatively sporadic public trading of securities of similarly structured blank check companies, it is unlikely that we would be able to make such
purchases under Rule 10b-18 under the Exchange Act and still accomplish the intended goals of such purchases as described below. Therefore, we do not
intend to comply with Rule 10b-18 and may make purchases outside of the requirements of Rule 10b-18 as we see fit. This could result in our liability
for manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. We may purchase any or all of the 600,000 shares (or 690,000 shares if the
underwriters over-allotment option is exercised in full) we are entitled to purchase, and it will be entirely in our discretion as to how many
shares are purchased. Purchasing decisions will be made based on various factors, including the then current market price of our ordinary shares and
the terms of the proposed business combination. All shares purchased by us will be immediately cancelled. Such open market purchases, if any, would be
conducted by us to minimize any disparity between the then current market price of our ordinary shares and the per-share amount held in the trust
account. A market price below the per-share trust amount could provide an incentive for purchasers to buy our shares after the filing of our
preliminary proxy statement at a discount to the per-share amount held in the trust account for the sole purpose of voting against our initial business
combination and exercising redemption rights for the full per-share amount held in the trust account. Such trading
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activity could enable such investors to block our initial business combination by making it more difficult for us to obtain the approval of
such business combination by the vote of a majority of our outstanding ordinary shares that are voted. For additional information, please see the
section entitled
Risk Factors Our purchase of ordinary shares in the open market may support the market price of the ordinary shares
and/or warrants during the buyback period and, accordingly, the termination of the support provided by such purchases may materially adversely affect
the market price of the units, ordinary shares and/or warrants
.
|
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Other
permitted purchases of public shares by us or our affiliates
|
In
addition to the permitted purchases of public shares by us prior to the consummation of our initial business combination using amounts held in the
trust account, as described above, if we are no longer an FPI and no longer subject to the FPI rules, we seek shareholder approval of our initial
business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, we may enter
into privately negotiated transactions to purchase public shares from shareholders following consummation of our initial business combination with
proceeds released to us from the trust account immediately following consummation of our initial business combination. Our initial shareholder,
directors, officers or their affiliates may also purchase shares in privately negotiated transactions either prior to or following the consummation of
our initial business combination. We or our initial shareholder, directors, officers or affiliates may make such purchases, for example, to acquire
shares to vote in favor of our initial business combination or to satisfy a closing condition of a business combination and thereby make it more likely
that we consummate such business combination. Neither we nor our directors, officers or their affiliates will make any such purchases when we or they
are in possession of any material nonpublic information not disclosed to the seller or during a restricted period under Regulation M under the Exchange
Act. Although neither we nor our initial shareholder, directors, officers, advisors or their affiliates currently anticipate paying any premium
purchase price (over the trust value) for such public shares, the payment of any premium may not be in the best interest of those shareholders not
receiving any such premium. In addition, the payment of a premium by us after the consummation of our initial business combination may not be in the
best interest of the remaining shareholders who do not redeem their shares, because such shareholders may experience a reduction in book value per
share compared to the value received by shareholders that have their shares purchased
|
|
by us
at a premium. Nevertheless, because any payment of a premium by us will be made only from proceeds released to us from the trust account following
completion of a business combination, no such payments will reduce the per share amounts available in the trust account for redemption in connection
with the business combination. Except for the limitations described above on use of trust proceeds released to us prior to consummating our initial
business combination, there is no limit on the amount of shares that could be acquired by us or our affiliates, or the price we or they may pay, if we
hold a shareholder vote. Please see the section entitled
Risk Factors If we are no longer an FPI and seek shareholder approval of our
initial business combination, we, our initial shareholder, directors, officers, advisors and their affiliates may elect to purchase shares from
shareholders, in which case we or they may influence a vote in favor of a proposed business combination that you do not support
for
additional information.
|
|||||
Redemption
rights for public shareholders upon consummation of our initial business combination
|
We
will provide our shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination at a
per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest but net of taxes payable,
divided by the number of then outstanding public shares, subject to the limitations described herein. The amount in the trust account is initially
anticipated to be $10.15 per share (or approximately $10.09 per share if the underwriters over-allotment option is exercised in full), which is
higher than the per-unit offering price of $10.00 which includes the deferred corporate finance fee. There will be no redemption rights upon the
consummation of our initial business combination with respect to our warrants. Our initial shareholder has agreed to waive his redemption rights with
respect to any founder shares and any public shares he may hold in connection with the consummation of our initial business combination. In addition,
our directors and officers have also agreed to waive their redemption rights with respect to any public shares in connection with the consummation of
our initial business combination.
|
|||||
Manner of
conducting redemptions
|
Unlike many blank check companies that hold shareholder votes and conduct proxy solicitations in conjunction with their business combinations
and related redemptions of public shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we
do not anticipate conducting proxy solicitations. If we are an FPI (which exempts us from the proxy rules pursuant to the Exchange Act),
we
|
|
will
conduct redemptions of our public shares in accordance with the tender offer rules as discussed below. If we are no longer an FPI and a shareholder
vote is not required by law or the NASDAQ Capital Market (see additional discussion under
Proposed Business Effecting our initial
business combination NASDAQ Capital Market requirements for shareholder vote
), or we decide not to hold a shareholder vote for
business reasons, we will also conduct the redemptions of our public shares in accordance with the tender offer rules. Pursuant to our memorandum and
articles of association, in connection with such redemptions, we will:
|
|||||
|
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer
tender offers, and subject to any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms of
the proposed business combination, and
|
|||||
|
file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially
the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the
Exchange Act, which regulates the solicitation of proxies.
|
|||||
|
In
the event we conduct redemptions pursuant to the tender offer rules, our redemption offer shall remain open for at least 20 business days, in
accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to consummate our initial business combination until the expiration
of the tender offer period. If we seek shareholder approval of our business combination while we are an FPI, regardless of how any such shareholder
votes, our public shareholders will only be able to redeem their ordinary shares in connection with a tender offer which will be conducted pursuant to
the tender offer rules.
|
|||||
|
If,
however, we are no longer an FPI and a shareholder approval of the transaction is required by law or the NASDAQ Capital Market or we decide to obtain
shareholder approval for business reasons, we will:
|
|||||
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which
regulates the solicitation of proxies, and not pursuant to the tender offer rules, and
|
|||||
|
file proxy materials with the SEC.
|
|
Many
blank check companies would not be able to consummate a business combination if the holders of the companys public shares voted against a
proposed business combination and elected to redeem or convert more than a specified percentage of the shares sold in such companys initial
public offering, which percentage threshold has typically been between 19.99% and 39.99%.
|
|||||
|
As a
result, many blank check companies have been unable to complete business combinations because the amount of shares voted by their public shareholders
electing redemption exceeded the maximum redemption threshold pursuant to which such company could proceed with our initial business combination. Since
we have no redemption threshold percentage contained in our memorandum and articles of association, our structure is different in this respect from the
structure that has been used by many blank check companies.
|
|||||
Limitation
on number of shares that may be redeemed
|
In no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 and, in some cases, the terms
of the proposed business combination will require our net tangible assets to be greater than $5,000,001. For example, the proposed business combination
may require: (1) cash consideration to be paid to the target or its shareholders or members of its management team, (2) cash to be transferred to the
target for working capital or other general corporate purposes or (3) the allocation of cash to satisfy other conditions in accordance with the terms
of the proposed business combination. In the event we fail to receive any outside financing in connection with the business combination and the
aggregate cash consideration we would be required to pay for all shares that are validly tendered plus any amount required to satisfy cash conditions
pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not consummate the business
combination and any shares tendered pursuant to the tender offer will be returned to the holders thereof following the withdrawal of the tender
offer.
|
|||||
Limitation
on redemption rights of shareholders holding 19.9% or more of the shares sold in this offering if we hold a shareholder vote
|
Notwithstanding the foregoing redemption rights, if we are no longer an FPI and we seek shareholder 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 amended and restated
memorandum and articles of association provides that a public shareholder, individually or together with any affiliate of such shareholder or any other
person with whom such shareholder is acting in concert or as a group (as defined under Section 13 of the Exchange Act), will be restricted
from redeeming its shares with respect to more than an aggregate of 19.9% of the shares
|
|
sold
in this offering. We believe this restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such
holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the
then-current market price or on other undesirable terms.
|
|||||
|
By
limiting our shareholders ability to redeem no more than 19.9% of the shares sold in this offering, we believe we will limit the ability of a
small group of shareholders to unreasonably attempt to block our ability to consummate our initial business combination, particularly in connection
with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of
cash.
|
|||||
|
However, there is no restriction on our shareholders ability to vote all of their shares for or against a business
combination.
|
|||||
|
Please see the section entitled
Risk Factors Limitation on redemption rights upon consummation of our initial business
combination if we seek shareholder approval
for additional information.
|
|||||
Amendments
to charter
|
Many
blank check companies have a provision in their charter which prohibits the amendment of certain charter provisions. Our memorandum and articles of
association provides that any of its provisions, including those related to pre-business combination activity, may be amended if approved by the
affirmative vote of holders holding at least 65% of our outstanding shares that have voted on such amendment and are entitled to vote, unlike other
blank check companies that typically require the approval of between 90% and 100% of their public shares. In addition, our memorandum and articles of
association (excluding provisions relating to shareholders rights or pre-business combination activity) may be amended with the approval of
directors.
|
|||||
Redemption
rights in connection with proposed amendments to our memorandum and articles of association
|
Prior
to our initial business combination, if we seek to amend any provisions of our memorandum and articles of association relating to shareholders
rights or pre-business combination activity, we will provide dissenting public shareholders with the opportunity to redeem their public shares in
connection with any such vote on any proposed amendments to our memorandum and articles of association. Our initial shareholder has agreed to waive any
redemption rights with respect to any founder shares and any public shares he may hold in connection with any vote to amend our memorandum and articles
of association prior to our initial business combination.
|
|
Notwithstanding our ability to amend the memorandum and articles of association as described above, our obligation to redeem the public shares
upon our failure to complete an initial business combination within the allotted time may not be modified. We and our directors and officers have also
agreed not to propose any amendment to our memorandum and articles of association that would affect the substance and timing of our obligation to
redeem our public shares if we are unable to consummate our initial business combination within 15 (or 18) months from the closing of this
offering.
|
|||||
Release of
funds in trust account on closing of our initial business combination
|
On
the closing of our initial business combination, all amounts held in the trust account will be released to us. We will use these funds to pay amounts
due to any public shareholders who exercise their redemption rights as described above under Redemption rights for public shareholders upon
consummation of our initial business combination and to pay the underwriters their deferred corporate finance fee. Funds released from the trust
account to us can be used to pay all or a portion of the purchase price of the business or businesses we acquire in our initial business combination.
If our initial business combination is paid for using shares or debt securities, or not all of the funds released from the trust account are used for
payment of the purchase price in connection with our business combination, we may apply the cash released to us from the trust account that is not
applied to the purchase price for general corporate purposes, including for maintenance or expansion of operations of acquired businesses, the payment
of principal or interest due on indebtedness incurred in consummating our initial business combination, to fund the purchase of other companies or for
working capital.
|
|||||
Redemption
of public shares and distribution and liquidation if no initial business combination
|
Our
initial shareholder, officers and directors have agreed that we will have only 15 (or 18) months from the closing of this offering to consummate our
initial business combination. If we are unable to consummate our initial business combination within 15 (or 18) months from the closing of this
offering, we will, as promptly as reasonably possible, but not more than five business days thereafter, distribute the aggregate amount then on deposit
in the trust account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of
redemption and cease all operations except for the purposes of winding up of our affairs, as further described herein. This redemption of public
shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary
winding up, although at all times subject to the Companies Act.
|
|
There
will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to consummate our
initial business combination within the applicable time period.
|
|||||
|
Following the redemption of public shareholders from the trust account and payment of our creditors, we anticipate that we will have no
operations or assets (other than funds sufficient to pay the costs of our liquidation), and we intend to enter
voluntary
liquidation
, which is the statutory process for formally closing and dissolving a company under the laws of the British Virgin Islands. If we
do not complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if
we have entered into a definitive agreement with a target business), we intend to enter voluntary liquidation following the redemption of public
shareholders from the trust account. Therefore in these circumstances, we expect the
voluntary liquidation
process will not cause
any delay to the payment of redemption proceeds from our trust account to our public shareholders.
|
|||||
|
Our
initial shareholder has waived his redemption rights with respect to his founder shares if we fail to consummate an initial business combination within
15 months from the closing of this offering (or 18 months from the closing of this offering if we have entered into a definitive agreement with a
target business for our initial business combination within 15 months from the consummation of this offering and such business combination has not yet
been consummated within such 15 month period). However, if our initial shareholder, or any of our officers, directors or affiliates, acquire public
shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to
consummate our initial business combination within the required time period.
|
|||||
|
The
underwriters have agreed to waive their rights to their deferred corporate finance fee held in the trust account in the event we do not consummate our
initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we have entered into
a definitive agreement with a target business within such 15 month period) and, in such event, the deferred corporate finance fee will be included with
the funds held in the trust account that will be available to fund the redemption of our public shares.
|
|
Julio
Gutierrez, our Chairman, has agreed that he will be liable to us, if and to the extent any claims by a vendor for services rendered or products sold to
us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amounts in the trust account to
below $10.15 per share (or approximately $10.09 per share, if the underwriters over-allotment option is exercised in full) except as to any
claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as to any claims under our indemnity
of the underwriters of this offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an
executed waiver is deemed to be unenforceable against a third party, Mr. Gutierrez will not be responsible to the extent of any liability for such
third party claims. We currently believe that Mr. Gutierrez is of substantial means and capable of funding a shortfall in our trust account, even
though we have not asked him to reserve for such an eventuality.
|
|||||
|
We
have not independently verified whether Mr. Gutierrez has sufficient funds to satisfy the potential indemnity obligation and, therefore, it is possible
that he will be unable to satisfy the obligation. We believe the likelihood of our Mr. Gutierrez having to indemnify the trust account is limited
because we will endeavor to have all vendors and prospective target businesses as well as other entities execute agreements with us waiving any right,
title, interest or claim of any kind in or to monies held in the trust account.
|
|||||
Limited
payments to
insiders |
There
will be no reimbursements or cash (or non-cash) payments made to our initial shareholder, officers, directors, or our or their affiliates for services
rendered to us prior to or in connection with the consummation of our initial business combination, other than:
|
|||||
|
Repayment of an aggregate of $176,760 in loans and advances made to us by Julio Gutierrez, our Chairman, to cover
offering-related and organizational expenses, which loan is to be repaid out of the proceeds of the offering upon the closing of the
offering;
|
|||||
|
Reimbursement for any out-of-pocket expenses related to identifying, investigating and consummating an initial business
combination, provided that no proceeds of this offering held in the trust account may be applied to the payment of such expenses prior to the
consummation of our initial business combination, except to the extent paid out of the interest earned on the funds held in the trust account (net of
taxes payable) that may be released to us to fund working capital requirements; and
|
|
Repayment of up to $500,000 (or a higher amount) in loans made by our Chairman, Julio Gutierrez, to finance transaction
costs in connection with an intended initial business combination, provided that if we do not consummate our initial business combination, we may use a
portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for
such repayment. Such loans may be convertible into warrants of the post business combination entity at a price of $0.75 per warrant at the option of
the lender. The warrants would be identical to the investor warrants. In accordance with the foregoing, we will enter into an agreement setting forth
the terms of the loans with such officers and directors.
|
October 5 , 2011
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual
|
As Adjusted
|
||||||||||
Balance
Sheet Data:
|
|||||||||||
Working
capital (deficiency)
(1)
|
$ | (126,400 | ) | $ | 40,015,000 | ||||||
Total
assets
(2)
|
$ | 166,400 | $ | 40,815,000 | |||||||
Total
liabilities
(3)
|
$ | 151,400 | $ | 800,000 | |||||||
Value of
ordinary shares that may be redeemed in connection with our initial business combination ($10.15 per share)
(4)
|
$ | | $ | 35,014,989 | |||||||
Shareholders equity
(5)
|
$ | 15,000 | $ | 5,000,011 |
(1)
|
The as adjusted calculation includes $40,600,000 cash held in trust from the proceeds of this offering plus $200,000 in cash held outside the trust account, plus $15,000 of actual shareholders equity at October 5, 2011, less $800,000 of deferred underwriting commissions. |
(2)
|
The as adjusted calculation equals $40,600,000 cash held in trust from the proceeds of this offering, plus $200,000 in cash held outside the trust account, plus $15,000 of actual shareholders equity at October 5, 2011. |
(3)
|
The as adjusted calculation includes $800,000 of deferred underwriting commissions. |
(4)
|
The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the amount of ordinary shares subject to redemption to maintain net tangible assets of at least $5,000,001. |
(5)
|
Excludes 3,449,753 ordinary shares purchased in the public market which are subject to redemption in connection with our initial business combination. The as adjusted calculation equals the as adjusted total assets, less the as adjusted total liabilities, less the value of ordinary shares that may be redeemed in connection with our initial business combination (approximately $10.15 per share). |
|
restrictions on the nature of our investments; and |
|
restrictions on the issuance of securities, each of which may make it difficult for us to complete our initial business combination. |
|
In addition, we may have imposed upon us burdensome requirements, including: |
|
registration as an investment company; |
|
adoption of a specific form of corporate structure; and |
|
reporting, record keeping, voting, proxy and disclosure requirements and other rules and regulations. |
|
may significantly dilute the equity interest of investors in this offering; |
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares; |
|
could cause a change in control if a substantial number of ordinary shares is issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our units, ordinary shares and/or warrants. |
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
|
our inability to pay dividends on our ordinary shares; |
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
|
solely dependent upon the performance of a single business, property or asset, or |
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
|
the history and prospects of companies whose principal business is the acquisition of other companies; |
|
prior offerings of those companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
a review of debt to equity ratios in leveraged transactions; |
|
our capital structure; |
|
an assessment of our management and their experience in identifying operating companies; |
|
general conditions of the securities markets at the time of this offering; and |
|
other factors as were deemed relevant. |
|
limited availability of market quotations for our securities; |
|
reduced liquidity with respect to our securities; |
|
determination that our ordinary shares are a penny stock, which will require brokers trading in our ordinary shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market; |
|
a limited amount of news and analyst coverage for our company; and |
|
a decreased ability to issue additional securities or obtain additional financing in the future. |
|
The filing of our quarterly reports on Form 10-Q or current reports on Form 8-K with the SEC; |
|
Preparing our financial statements in accordance with GAAP rather than the ability to use any of GAAP, the International Accounting Standards Board (IASB IFRS) or local GAAP; |
|
Being subject to the U.S. proxy rules; |
|
Being subject to Regulation FD which requires issuers to make public disclosures of any material non-public information that has been selectively disclosed to securities industry professionals (for example, analysts) or shareholders; |
|
Being subject to the Sarbanes-Oxley Act. Although the Sarbanes-Oxley Act generally does not distinguish between domestic U.S. issuers and FPIs, the SEC has adopted a number of significant exemptions for the benefit of FPIs in the application of its rules adopted under the Sarbanes-Oxley Act. These exemptions cover areas such as: (1) audit committee independence; and (2) black-out trading restrictions (Regulation BTR); and |
|
Being subject to a more detailed executive compensation disclosure. |
|
to recognize or enforce against us judgments of courts of the United States based on certain civil liability provisions of U.S. securities laws; or |
|
to impose liabilities against us, in original actions brought in the British Virgin Islands, based on certain civil liability provisions of U.S. securities laws that are penal in nature. |
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; |
|
the U.S. judgment is final and for a liquidated sum; |
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; |
|
in obtaining the judgment there was no fraud on the part of the person in whose favor judgment was given or on the part of the court; |
|
recognition or enforcement of the judgment would not be contrary to public policy in the British Virgin Islands; and |
|
the proceedings pursuant to which the judgment was obtained were not contrary to natural justice. |
|
rules and regulations regarding currency redemption; |
|
complex corporate withholding taxes on individuals; |
|
laws governing the manner in which future business combinations may be effected; |
|
exchange listing and/or delisting requirements; |
|
tariffs and trade barriers; |
|
regulations related to customs and import/export matters; |
|
longer payment cycles; |
|
tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
|
currency fluctuations and exchange controls; |
|
rates of inflation; |
|
challenges in collecting accounts receivable; |
|
cultural and language differences; |
|
employment regulations; |
|
crime, strikes, riots, civil disturbances, terrorist attacks and wars; and |
|
deterioration of political relations with the United States. |
|
our ability to complete our initial business combination; |
|
our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements; |
|
our potential ability to obtain additional financing to complete our initial business combination; |
|
our pool of prospective target businesses; |
|
failure to maintain the listing or the delisting of our securities from the NASDAQ Capital Market or an inability to have our securities listed on the NASDAQ Capital Market following a business combination; |
|
the ability of our officers and directors to generate a number of potential investment opportunities; |
|
our public securities potential liquidity and trading; |
|
the lack of a market for our securities; |
|
the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
|
our financial performance following this offering. |
Without
Over-Allotment Option |
Over-Allotment
Option Exercised |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gross
proceeds
|
||||||||||
Gross
proceeds from units offered to public
(1)
|
$ | 40,000,000 | $ | 46,000,000 | ||||||
Gross
proceeds from warrants offered in the private placement
|
2,450,000 | 2,450,000 | ||||||||
Total gross
proceeds
|
$ | 42,450,000 | $ | 48,450,000 | ||||||
Estimated
Offering expenses
(2)
|
||||||||||
Underwriting
commissions (3.0% of gross proceeds from units offered to public, excluding deferred corporate finance fee)
(3)
|
$ | 1,200,000 | $ | 1,380,000 | ||||||
Legal fees
and expenses
|
270,000 | 270,000 | ||||||||
Printing and
engraving expenses
|
38,000 | 38,000 | ||||||||
Accounting
fees and expenses
|
40,000 | 40,000 | ||||||||
NASDAQ
Capital Market Listing fees
|
50,000 | 50,000 | ||||||||
SEC filing
fees
|
14,117 | 14,117 | ||||||||
FINRA
Registration fee
|
12,819 | 12,819 | ||||||||
Miscellaneous
|
25,064 | 25,064 | ||||||||
Total
offering expenses
|
$ | 1,650,000 | $ | 1,830,000 | ||||||
Proceeds
after offering expenses
|
$ | 40,800,000 | $ | 46,620,000 | ||||||
Not held in
trust account
|
$ | 200,000 | $ | 200,000 | ||||||
Held in
trust account
(3)
|
$ | 40,600,000 | $ | 46,420,000 | ||||||
% of
public offering size
|
101.50 | % | 100.90 | % |
Amount
|
Percentage
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Legal,
accounting, due diligence, travel, and other expenses in connection with any business combination
|
$ | 400,000 | 49.1 | % | ||||||
Legal and
accounting fees related to regulatory reporting obligations
|
150,000 | 18.4 | % | |||||||
Director and
Officer Insurance
|
125,000 | 15.3 | % | |||||||
Other
miscellaneous expenses
|
140,000 | 17.2 | % | |||||||
Total
|
$ | 815,000 | 100.0 | % |
(1)
|
Includes amounts payable to public shareholders who properly redeem their shares in connection with our successful consummation of our initial business combination. |
(2)
|
In addition, a portion of the offering expenses have been prepaid from the proceeds of an aggregate of $176,760 loan from our Chairman, Julio Gutierrez, as described in this prospectus. The loan will be repaid without interest upon the closing of this offering out of the amount of offering proceeds that has been allocated for the payment of offering expenses other than underwriting commissions. In the event that such amount is not enough to repay the loan, the loans may be converted, at the option Mr. Gutierrez, into an equivalent amount of warrants on the same terms as the investor warrants and the underwriter warrants. In the event that offering expenses are less than set forth in this table, any such amounts will be used for post-closing working capital expenses. |
(3)
|
The underwriting discount of 3.0% is payable at the closing of the offering and the deferred corporate finance fee of 2.0% is payable upon consummation of our initial business combination and will be held in the trust account until consummation of such business combination. |
(4)
|
Our chairman, Julio Gutierrez, has agreed to loan us up to an aggregate of $500,000 (or a higher amount at his discretion) to fund our working capital needs following the consummation of this offering and before our initial business combination. In the event that our initial business combination does not close, we may use a portion of the offering proceeds held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment. In the event our initial business combination is consummated, Mr. Gutierrez, at his option, may convert the loans into warrants of the target company at $0.75 per warrant. In accordance with the foregoing, we will enter into an agreement setting forth the terms of the loans with Mr. Gutierrez. |
Public
offering price
|
$ | 10.00 | ||||||||
Net tangible
book value before this offering
|
$ | (0.08 | ) | |||||||
Increase
attributable to public shareholders
|
7.43 | |||||||||
Decrease
attributable to public shares subject to redemption
|
(10.00 | ) | ||||||||
Pro forma net
tangible book value after this offering
|
2.65 | |||||||||
Dilution to
new investors
|
$ | 7.35 |
Total shares
(1)
|
Total consideration
|
Average
price per share (1) |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number
|
Percentage
|
Amount
|
%
|
||||||||||||||||||||
Initial
Shareholder
|
1,333,333 | 25 | % | $ | 25,000 | 0.06 | % | $ | 0.02 | ||||||||||||||
Public
Shareholders
|
4,000,000 | 75 | % | 40,000,000 | 99.94 | $ | 10.00 | ||||||||||||||||
Total
|
5,333,333 | 100 | % | $ | 40,025,000 | 100.00 | % |
(1)
|
Assumes that the underwriters over-allotment option has not been exercised and 200,000 shares have been forfeited by our initial shareholder. |
Numerator:
|
||||||
Net tangible
book value before this offering
|
$ | (126,400 | ) | |||
Net proceeds
from this offering and sale of investor and the underwriter warrants
|
40,800,000 | |||||
Offering
costs incurred in advance and excluded from net tangible book value before this offering
|
141,400 | |||||
Less:
deferred corporate finance fee payable
|
(800,000 | ) | ||||
Less: amount
of ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
(35,014,989 | ) | ||||
|
5,000,011 | |||||
Denominator:
|
||||||
Ordinary
shares outstanding prior to this offering
|
$ | 1,533,333 | ||||
Ordinary
shares forfeited if over-allotment is not exercised
|
(200,000 | ) | ||||
Ordinary
shares included in the units offered
|
4,000,000 | |||||
Less:
ordinary shares subject to redemption to maintain net tangible assets of $5,000,001
|
(3,449,753 | ) | ||||
|
1,883,580 |
October 5, 2011
|
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual
|
As Adjusted
|
||||||||||
Deferred
corporate finance fee
(1)
|
$ | | $ | 800,000 | |||||||
Notes and
advances payable to affiliate
(2)
|
86,400 | ||||||||||
Ordinary
shares, subject to redemption
(3)
|
35,014,989 | ||||||||||
Shareholders equity (deficit):
|
|||||||||||
Preferred
shares, no par value, unlimited shares authorized; none issued or outstanding
|
|||||||||||
Ordinary
shares, no par value, unlimited shares authorized; 1,533,333 shares issued and outstanding; 5,333,333 shares issued and outstanding, as
adjusted
(4)
|
25,000 | 2,560,011 | |||||||||
Additional
paid-in capital
(5)
|
2,450,000 | ||||||||||
Deficit
accumulated during the development stage
|
(10,000 | ) | (10,000 | ) | |||||||
Total
shareholders equity
|
15,000 | 5,000,011 | |||||||||
Total
capitalization
|
$ | 101,400 | $ | 40,815,000 |
(1)
|
The as adjusted calculation equals $800,000 of deferred underwriting commissions. |
(2)
|
Note and advances payable to affiliate are advances and loans in the aggregate of $176,760 to our Chairman, Julio Gutierrez. The loans and advances are non-interest bearing and payable on the earlier of September 30, 2012 or the consummation of this offering. |
(3)
|
Upon the consummation of our initial business combination, we will provide our shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), subject to the limitations described herein whereby our net tangible assets will be maintained at a minimum of $5,000,001 and any limitations (including but not limited to cash requirements) created by the terms of the proposed business combination. The as adjusted calculation equals $40,600,000 cash held in trust from the proceeds of this offering plus $200,000 in cash held outside the trust account, plus $15,000 of actual shareholders equity at October 5, 2011, less $800,000 of deferred underwriting, less net tangible assets of $5,000,001. |
(4)
|
Assumes the over-allotment option has not been exercised and an aggregate of 200,000 founder shares held by our initial shareholder has been forfeited. The as adjusted calculation equals $40,600,000 cash held in trust from the proceeds of this offering plus $200,000 in cash held outside the trust account, plus the $25,000 contribution for sale of the initial founder shares at October 5, 2011, less $800,000 of deferred underwriting, less approximately $2,450,000 received from the sale of the investor warrants and the underwriter warrants, less amounts of ordinary shares subject to redemption ($35,014,989 as adjusted) to maintain net tangible assets of $5,000,001. |
(5)
|
Includes approximately $2,450,000 we will receive from the sale of the investor warrants and the underwriter warrants. |
|
may significantly dilute the equity interest of investors in this offering; |
|
may subordinate the rights of holders of ordinary shares if preferred shares are issued with rights senior to those afforded our ordinary shares; |
|
could cause a change in control if a substantial number of ordinary shares are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and could result in the resignation or removal of our present officers and directors; |
|
may have the effect of delaying or preventing a change of control of us by diluting the shares ownership or voting rights or a person seeking to obtain control of us; and |
|
may adversely affect prevailing market prices for our ordinary shares and/or warrants. |
|
default and foreclosure on our assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
|
our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; |
|
our inability to obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding; |
|
our inability to pay dividends on our ordinary shares; |
|
using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our ordinary shares if declared, expenses, capital expenditures, acquisitions and other general corporate purposes; |
|
limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate; |
|
increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation; and |
|
limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, execution of our strategy and other purposes and other disadvantages compared to our competitors who have less debt. |
|
staffing for financial, accounting and external reporting areas, including segregation of duties; |
|
reconciliation of accounts; |
|
proper recording of expenses and liabilities in the period to which they relate; |
|
evidence of internal review and approval of accounting transactions; |
|
documentation of processes, assumptions and conclusions underlying significant estimates; and |
|
documentation of accounting policies and procedures. |
|
Some Latin American countries, including those in which we are considering investing, from time to time, have experienced political and economic instability, civil strife, terrorist acts, strikes, acts of war and insurrections. |
|
The government relationships between some countries in Latin America, on the one hand, and the United States, on the other hand, are subject to fluctuation and periodic tension. |
|
The system of laws and the enforcement of existing laws in some of the countries in Latin America may not be as certain in implementation and interpretation as in the United States. |
|
Currency policies may cause a target business ability to succeed in the international markets to be diminished. |
|
The standards for transparency in the business and financial statement disclosure of companies that operate in Latin America, in some cases lags behind internationally accepted norms. |
|
Established Companies with Proven Track Records . We will seek to acquire established companies with sound historical financial performance. We will typically focus on companies with a history of strong operating and financial results and strong fundamentals. We do not intend to acquire start-up companies or companies with recurring negative free cash flow. |
|
Companies with, or with the Potential for, Strong Free Cash Flow Generation . We will seek to acquire one or more businesses that already have generated, or have the potential to generate, strong, stable and increasing free cash flow. We intend to focus on one or more businesses that have predictable revenue streams. |
|
Strong Competitive Industry Position . We intend to focus on targets that have a leading, growing or niche market position in their industry. We will analyze the strengths and weaknesses of target businesses relative to their competitors. We will seek to acquire a business that demonstrates advantages when compared to their competitors, which may help to protect their market position and profitability. |
|
Experienced Management Team . We will seek to acquire one or more businesses with a strong, experienced management team that provides a platform for us to further develop the acquired business management capabilities. We will seek to partner with a potential targets management team and expect that the operating and financial abilities of our executive team will complement their own capabilities. |
|
Business with Revenue and Earnings Growth or Potential for Revenue and Earnings Growth . We will seek to acquire one or more businesses that have achieved, or have the potential for, significant revenue and earnings growth through a combination of brand and new product development, increased production capacity, expense reduction, synergistic follow-on acquisitions and increased operating leverage. |
|
Diversified Customer and Supplier Base . We will seek to acquire businesses that have a diversified customer and supplier base. We believe that companies with a diversified customer and supplier base |
|
are generally better able to endure economic downturns, industry consolidation, changing business preferences and other factors that may negatively impact their customers, suppliers and competitors. |
|
Benefit from Being a Public Company . We intend to acquire a company that will benefit from being publicly traded and can effectively utilize the broader access to capital and public profile that are associated with being a publicly traded company. |
|
experience in sourcing, acquiring, operating, financing and selling businesses; |
|
reputation for integrity and fair dealing with sellers, capital providers and target management teams; |
|
significant experience as advisors on transactions; |
|
experience in executing transactions under varying economic and financial market conditions; and |
|
experience in operating in developing environments around the world. |
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact on the particular industry in which we operate after our initial business combination, and |
|
cause us to depend on the marketing and sale of a single product or limited number of products or services. |
Type of Transaction
|
Whether Shareholder
Approval is Required |
|||||
---|---|---|---|---|---|---|
Purchase of
assets
|
No
|
|||||
Purchase of
shares of target not involving a merger with the company
|
No
|
|||||
Merger of
target with a subsidiary of the company
|
No
|
|||||
Merger of the
company with a target
|
Yes
|
|
the funds in our trust account that are so used will not be available to us after the business combination; |
|
the public float of our ordinary shares may be reduced and the number of beneficial holders of our securities may be reduced, which may make it difficult to obtain the quotation, listing or trading of our securities on a national securities exchange; |
|
because the shareholders who sell their shares in a privately negotiated transaction or pursuant to market transactions as described above may receive a per share purchase price payable from the trust account that is not reduced by a pro rata share of the deferred corporate finance fee or taxes payable, our remaining shareholders may bear the entire payment of such deferred commissions and taxes payable (as well as, in the case of purchases which occur prior to the consummation of our initial business combination, up to $50,000 of net interest that may be released to us from the trust account to fund our dissolution expenses in the event we do not complete our initial business combination within 15 months or 18 months from the closing of this offering). That is, if we are no longer an FPI and seek shareholder approval of our initial business combination, the redemption price per share payable to public shareholders who elect to have their shares redeemed will be reduced by a larger percentage of the taxes payable than it would have been in the absence of such privately negotiated or market transactions, and shareholders who do not elect to have their shares redeemed and remain our shareholders after the business combination will bear the economic burden of the deferred commissions and taxes payable because such amounts will be payable by us; and |
|
the payment of any premium would result in a reduction in book value per share for the remaining shareholders compared to the value received by shareholders that have their shares purchased by us at a premium. |
|
offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers, and |
|
file tender offer documents with the SEC prior to consummating our initial business combination which will contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and we will not be permitted to consummate our initial business combination until the expiration of the tender offer period. |
|
conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and |
|
file proxy materials with the SEC. |
Redemptions in Connection
with our Initial Business Combination |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
Redemptions if we fail to
Consummate an Initial Business Combination |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Calculation of
redemption price
|
Redemptions at
the time of our initial business combination may be made pursuant to a tender offer or in connection with a shareholder vote. The redemption price will
be the same whether we conduct redemptions pursuant to a tender offer or in connection with a shareholder vote. In either case, our public shareholders
may redeem their public shares for cash equal to the aggregate amount then on deposit in the trust account (which is initially anticipated to be $10.15
per share, or approximately $10.09 per share if the underwriters over-allotment option is exercised in full), including interest less taxes
payable, divided by the number of then outstanding public shares, subject to the limitation that no redemptions will take place if all of the
redemptions would cause our net tangible assets to be less than $5,000,001 and any limitations (including but not limited to cash requirements) agreed
to in connection with the negotiation of terms of a proposed business combination.
|
If we are no
longer an FPI and we seek shareholder approval of our initial business combination, we may enter into privately negotiated transactions to purchase
public shares from shareholders following consummation of our initial business combination with proceeds released to us from the trust account
immediately following consummation of our initial business combination. Our initial shareholder, directors, officers or their affiliates may also
purchase shares in privately negotiated transactions either prior to or following the consummation of our initial business combination. There is no
limit to the prices that we or our initial shareholder, directors, officers, advisors or their affiliates may pay in these
transactions.
|
If we are unable
to consummate an initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we
have entered into a definitive agreement with a target business within such 15 month period), we will redeem all public shares at a per-share price,
payable in cash, equal to the aggregate amount, then on deposit in the trust account (which is initially anticipated to be $10.15 per share, or
approximately $10.09 per share if the underwriters over-allotment option is exercised in full), including interest less taxes payable and less up
to $50,000 of such net interest to pay dissolution expenses, divided by the number of then outstanding public shares.
|
Redemptions in Connection
with our Initial Business Combination |
Other Permitted Purchases
of Public Shares by us or our Affiliates |
Redemptions if we fail to
Consummate an Initial Business Combination |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Impact to
remaining shareholders
|
The redemptions
in connection with our initial business combination will reduce the book value per share for our remaining shareholders, who will bear the burden of
the deferred corporate finance fee and taxes payable.
|
If the permitted
purchases described above are made at prices not exceeding the per-share amount then held in the trust account, these purchases will reduce the book
value per share for our remaining shareholders following our initial business combination, who will bear the burden of the deferred corporate finance
fee and taxes payable. If we make these purchases using funds released to us from the trust account following consummation of our initial business
combination at prices that are at a premium to the per-share amount then held in the trust account, our remaining shareholders will also experience a
reduction in book value per share to the extent of such premiums.
|
The redemption of
our public shares if we fail to consummate our initial business combination will reduce the book value per share for the shares held by our initial
shareholder, who will be our only remaining shareholder after such redemptions.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Escrow of
offering proceeds
|
$40,600,000 of
the net offering proceeds (or $46,420,000 if the underwriters over-allotment option is exercised in full), which includes the approximately
$2,450,000 net proceeds from the sale of the investor warrants and the underwriter warrants and a $800,000 deferred corporate finance fee (or $920,000
if the underwriters over-allotment option is exercised in full), will be deposited into a trust account with Continental Stock Transfer &
Trust Company acting as trustee.
|
Approximately
$36,150,000 of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account
with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for
persons having the beneficial interests in the account.
|
||||||||
Investment of
net proceeds
|
$40,600,000 of
the net offering proceeds (or $46,420,000 if the underwriters over-allotment option is exercised in full), which includes the approximately
$2,450,000 net proceeds from the sale of the investor warrants and the underwriter warrants and a $800,000 deferred corporate finance fee (or $920,000
if the underwriters over-allotment option is exercised in full) held in trust will be invested only in U.S. government treasury bills with a
maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest
solely in U.S. Treasuries.
|
Proceeds could be
invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct
obligations of, or obligations guaranteed as to principal or interest by, the United States.
|
||||||||
Receipt of
interest on escrowed funds
|
Interest on
proceeds from the trust account to be paid to shareholders is reduced by: (i) any taxes paid or payable and then (ii) any of the interest earned in the
trust account that can be used for working capital purposes, and (iii) in the event of our liquidation for failure to consummate our initial business
combination within the allotted time, up to $50,000 of net interest that may be released to us should we have no or insufficient working capital to
fund the costs and expenses of our dissolution and liquidation.
|
Interest on funds
in escrow account would be held for the sole benefit of public shareholders, unless and only after the funds held in escrow were released to us in
connection with our consummation of our initial business combination.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Trading of
securities issued
|
The units will
begin trading on or promptly after the date of this prospectus. The ordinary shares and warrants comprising the units will begin separate trading on
the 10
th
business day following the earlier to occur of the expiration of the underwriters over-allotment option, its exercise in full
or the announcement by the underwriters of their intention not to exercise all or any remaining portion of the over-allotment option, subject to our
issuing a press release announcing the trading date when such separate trading will commence. We will file the Form 6-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 Form 6-K, a second or amended Form 6-K will be filed to provide updated financial information to reflect the
exercise of the over-allotment option.
|
No trading of the
units or the underlying ordinary shares and warrants would be permitted until the completion of a business combination. During this period, the
securities would be held in the escrow or trust account.
|
||||||||
Exercise of
the warrants
|
The warrants
cannot be exercised until the later of 30 days after the completion of our initial business combination or 12 months from the closing of this
offering.
|
The warrants
could be exercised prior to the completion of a business combination, but securities received and cash paid in connection with the exercise would be
deposited in the escrow or trust account.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Election to
remain an investor
|
We will provide
our public shareholders with the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on
deposit in the trust account, including interest less taxes payable, upon the consummation of our initial business combination, subject to the
limitations described herein and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms
of a proposed business combination. We may not be required by law or the NASDAQ Capital Market to hold a shareholder vote. If we are not required
either by law or the NASDAQ Capital Market, or we do not otherwise decide to hold a shareholder vote, we will, pursuant to our memorandum and articles
of association, offer to redeem our public shares pursuant to the tender offer rules of the SEC and the terms of the proposed business combination and
file tender offer documents with the SEC which will contain substantially the same financial and other information about our initial business
combination and the redemption rights as is required under the SECs proxy rules. If, however, we hold a shareholder vote, we will, like many
blank check companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the tender offer
rules. If we are no longer an FPI and seek shareholder approval, we will consummate our initial business combination only if a majority of the ordinary
shares voted are voted in favor of the business combination. Each public shareholder may elect to redeem their public shares irrespective of whether
they vote for or against the proposed transaction.
|
A prospectus
containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the
opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective
date of a post-effective amendment to the companys registration statement, to decide if he, she or it elects to remain a shareholder of the
company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45
th
business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the public shareholder. Unless
a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and
none of the securities are issued.
|
Terms of Our Offering
|
Terms Under a Rule 419 Offering
|
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Business
combination deadline
|
If we are unable
to complete our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we
have entered into a definitive agreement with a target business within such 15 month period), we will, as promptly as reasonably possible but no more
than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (less up to $50,000 of the net interest earned
thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and cease all operations except for the purposes of
winding up of our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and
articles of association and prior to any voluntary winding up.
|
If an acquisition
has not been consummated within 15 months (or 18 months from the closing of this offering if we have entered into a definitive agreement with a target
business within such 15 month period) after the effective date of the companys registration statement, funds held in the trust or escrow account
are returned to investors.
|
||||||||
Release of
funds
|
Except for the
interest income earned on the trust account balance (net of taxes payable) released to us to pay any taxes on such interest and to fund our working
capital requirements, and any amounts necessary to purchase up to 15% of our public shares if we are no longer an FPI and we seek shareholder approval
of our initial business combination as will be permitted under our memorandum and articles of association and the investment management trust agreement
to be entered into between us and Continental Stock Transfer & Trust Company, none of the funds held in the trust account will be released from the
trust account until the earlier of: (i) the consummation of our initial business combination and (ii) a redemption to public shareholders prior to any
voluntary winding-up in the event we do not consummate our initial business combination.
|
The proceeds held
in the escrow account are not released until the earlier of the completion of a business combination and the failure to effect our initial business
combination within the allotted time.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Requirement to
conduct a tender offer or hold a shareholder vote
|
We will provide
our shareholders with the opportunity to redeem their ordinary shares upon the consummation of our initial business combination on the terms described
in this prospectus. We intend to conduct these redemptions pursuant to the tender offer rules without filing a proxy statement with the SEC and without
conducting a shareholder vote to approve our initial business combination, unless shareholder approval is required either by law or the NASDAQ Capital
Market, or we decide to seek shareholder approval for business reasons.
|
Many blank check
companies are required to file a proxy statement with the SEC and hold a shareholder vote to approve their initial business combination regardless of
whether such a vote is required by law. These blank check companies may not consummate our initial business combination if the majority of the
companys public shares voted are voted against a proposed business combination.
|
Unlike other
blank check companies where an affirmative vote of the majority of shareholders is required to consummate a business combination, our ability to
consummate our initial business combination without conducting a shareholder vote in the event that a shareholder vote is not required either by law or
the NASDAQ Capital Market may increase the likelihood that we will be able to complete our initial business combination and decrease the ability of
public shareholders to affect whether or not a particular business combination is completed.
|
|||||||||||
Required
shareholder vote if we hold a shareholder vote
|
If we seek
shareholder approval in conjunction with the consummation of our initial business combination, a majority of the shares that are voted and are entitled
to vote is required to approve the business combination.
|
Many blank check
companies require that a majority of the public shares that are voted and entitled to vote approve the business combination.
|
Our ability to
consummate our initial business combination by allowing all of our shareholders to vote in connection with our business combination will increase the
likelihood that we will be able to complete our initial business combination.
|
|||||||||||
Requirement to
vote against a business combination in order to redeem
|
If we seek
shareholder approval in conjunction with the consummation of our initial business combination, each public shareholder may elect to redeem their public
shares irrespective of whether they vote for or against the proposed transaction.
|
Many blank check
companies require public shareholders to vote against the proposed business combination in order to redeem their shares.
|
The ability of
our public shareholders to vote in favor of a business combination and redeem their shares may increase the likelihood that we will be able to complete
a business combination.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Limited
Redemption and Voting Rights of 19.9% Public Shareholders
|
If we are no
longer an FPI and we seek shareholder 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 amended and restated memorandum and articles of association provides that a public shareholder,
individually or together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a
group (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an
aggregate of 19.9% of the shares sold in this offering. However, there will be no restriction on our shareholders ability to vote all of their
shares for or against our business combination.
|
Many blank check
companies limit the redemption rights and voting rights of 10.0% public shareholders.
|
We believe this
restriction will discourage shareholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to
redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on
other undesirable terms.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Redemption
threshold
|
We do not have a
specified maximum redemption threshold apart from the limitation that we will not redeem our public shares in an amount that would cause our net
tangible assets to be less than $5,000,001. Furthermore, the redemption threshold may be further limited by the terms and conditions of our initial
business combination. In such case, we would not proceed with the redemption of our public shares and the related business combination, and instead may
search for an alternate business combination.
|
Many blank check
companies are not permitted to consummate our initial business combination if more than a specified percentage of the shares sold in such
companys initial public offering, which percentage threshold has typically been between 19.99% and 39.99%, elect to redeem or convert their
shares in connection with the shareholder vote.
|
The absence of a
redemption threshold in our offering will make it easier for us to consummate our initial business combination even if a substantial majority of our
shareholders do not agree.
|
|||||||||||
Accelerated
deadline to complete business combination
|
We will only have
15 months (or 18 months from the closing of this offering if we have entered into a definitive agreement with a target business within such 15 month
period) to complete our initial business combination.
|
Many blank check
companies have between 24 and 36 months to complete their initial business combinations.
|
The 15 month (or
18 months from the closing of this offering if we have entered into a definitive agreement with a target business within such 15 month period) deadline
for us to complete our initial business combination may decrease the likelihood that we will be able to complete our initial business combination
compared to many blank check companies but should not impact the ability of our public shareholders to affect whether or not a particular business
combination is completed.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Permitted
purchases of shares by us prior to the consummation of our initial business combination using amounts held in the trust account
|
If we are no
longer an FPI and we seek shareholder approval of our initial business combination and we do not conduct redemptions in connection with our business
combination pursuant to the tender offer rules, prior to the consummation of our initial business combination, there could be released to us from the
trust account amounts necessary to purchase up to 15% of the shares sold in this offering at any time commencing after the filing of a preliminary
proxy statement for our initial business combination and ending on the record date for the vote to be held to approve our initial business
combination.
|
Many blank check
companies are prohibited from utilizing funds from the trust account to purchase shares from public shareholders prior to the consummation of their
initial business combination.
|
Our ability to
purchase shares prior to the consummation of our initial business combination using amounts held in the trust account may increase the likelihood that
we will be able to complete our initial business combination and decrease the ability of public shareholders to affect whether or not a particular
business combination is completed.
|
|||||||||||
Minimum fair
market value of target
|
Our initial
business combination must be with one or more target businesses having an aggregate fair market value equal to at least 80% of the value of the trust
account (less any deferred corporate finance fees and taxes payable on interest earned) at the time of our signing a definitive agreement in connection
with such initial business combination.
|
Many blank check
companies are not required to consummate their initial business combination with a target whose fair market value is equal to at least 80% of the
amount of money held in the trust account of the blank check company at the time of entry into a definitive agreement for a business
combination.
|
The requirement
of a minimum fair market value requirement in our offering may decrease the likelihood that we will be able to complete our initial business
combination but should not impact the ability of our public shareholders to affect whether or not a particular business combination is
completed.
|
Terms of Our Offering
|
Terms of Many Blank
Check Offerings |
Impact on Whether a
Particular Business Combination is Completed |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Warrant
terms |
The warrants
issued in this offering (i) have an exercise price that is equal to the initial public offering price of our units and that is subject to reduction in
the event that we pay extraordinary dividends, (ii) do not expire until five years from the closing of our initial business combination or earlier upon
redemption or liquidation, (iii) require the consent of holders of 65% of the public warrants to amend their terms and (iv) may be exercised on a
cashless basis, if a registration statement covering the ordinary shares issuable upon exercise of the public warrants has not been declared effective
by a specified date following the closing of our initial business combination, and until such time as there is an effective registration
statement.
|
The warrants
issued in many blank check offerings (i) have an exercise price that is lower than the initial public offering price of their units and that is not
subject to reduction in the event that they pay extraordinary dividends, (ii) expire five years from the closing of the companys initial public
offering or earlier upon redemption or liquidation, (iii) only require the consent of holders of a majority of the such warrants to amend their terms
and (iv) are not exercisable unless a registration statement covering shares underlying the warrants is effective within 60 days following the initial
business combination.
|
The differences
in the terms of the warrants issued in our offering may increase the likelihood that we will be able to complete our initial business combination to
the extent that potential targets view the fact that the exercise price is equal to the initial public offering price of our units favorably but should
not impact the ability of our public shareholders to affect whether or not a particular business combination is completed.
|
Name
|
Age
|
Position
|
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Julio
Gutierrez
|
56 |
Chairman
|
||||||||
Cesar Baez
|
55 |
Chief
Executive Officer and Director
|
||||||||
Rolando Horman
|
65 |
President and Director
|
||||||||
Mariana
Gutierrez Garcia
|
29 |
Chief
Financial Officer
|
||||||||
Alan Menkes
|
52 |
Director
|
||||||||
Gustavo
Garrido
|
43 |
Director
|
||||||||
Julian Diaz
Bortolotti
|
34 |
Executive Vice-President
|
||||||||
Federico
Bertoldo
|
36 |
Vice
President
|
||||||||
John Grabski
|
51 |
Director
|
|
reviewing and discussing with management and the independent auditor the annual audited financial statements, and recommending to the board whether the audited financial statements should be included in our Form 20-F; |
|
discussing with management and the independent auditor significant financial reporting issues and judgments made in connection with the preparation of our financial statements; |
|
discussing with management major risk assessment and risk management policies; |
|
monitoring the independence of the independent auditor; |
|
verifying the rotation of the lead (or coordinating) audit partner having primary responsibility for the audit and the audit partner responsible for reviewing the audit as required by law; |
|
reviewing and approving all related-party transactions; |
|
inquiring and discussing with management our compliance with applicable laws and regulations; |
|
pre-approving all audit services and permitted non-audit services to be performed by our independent auditor, including the fees and terms of the services to be performed; |
|
appointing or replacing the independent auditor; |
|
determining the compensation and oversight of the work of the independent auditor (including resolution of disagreements between management and the independent auditor regarding financial reporting) for the purpose of preparing or issuing an audit report or related work; |
|
establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or reports which raise material issues regarding our financial statements or accounting policies; and |
|
approving reimbursement of expenses incurred by our management team in identifying potential target businesses. |
|
None of our officers or directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities. |
|
In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. Other than with respect to Mr. Menkes, as described above, our director, our management has informed us that as of |
|
the date hereof no such conflict exists and that they have no pre-existing fiduciary duties to any individual or entity which would conflict with their obligations to us. |
|
Our initial shareholder purchased the founder shares prior to the date of this prospectus and our initial investors and the underwriters (and/or their designees) will purchase, as applicable, the investor warrants and the underwriter warrants in transactions that will close simultaneously with the closing of this offering. Our initial shareholder has agreed to waive his right to liquidating distributions with respect to the founder shares if we fail to consummate our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we have entered into a definitive agreement with a target business within such 15 month period). However, if our initial shareholder, or any of our officers, directors or affiliates acquire public shares in or after this offering, they will be entitled to receive liquidating distributions with respect to such public shares if we fail to consummate our initial business combination within the required time period. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the investor warrants and the underwriter warrants will be used to fund the redemption of our public shares, and the investor warrants and the underwriter warrants will expire worthless. With certain limited exceptions, the founder shares will not be transferable, assignable or salable by our initial shareholder until the earlier of: |
|
with respect to 20% of such shares, upon consummation of our initial business combination; |
|
with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $12.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination; |
|
with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $13.50 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination; |
|
with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $15.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination; |
|
with respect to 20% of such shares, when the closing price of our ordinary shares exceeds $17.00 for any 20 trading days within a 30 trading day period following the consummation of our initial business combination; and |
|
with respect to 100% of such shares, immediately if, following a business combination, we engage in a subsequent transaction (1) resulting in our shareholders having the right to exchange their shares for cash or other securities or (2) involving a consolidation, merger or other change in the majority of our board of directors or management team in which the company is the surviving entity. The investor warrants, the underwriter warrants and their component securities will be subject to lockup (i.e. not transferable, assignable or saleable) until 30 days after the consummation of our initial business combination. |
|
Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial business combination. |
|
Our board may decide to pay to our officers and directors a finders fees, consulting fees or other compensation for the introduction to us of a target business (with which we ultimately consummate our initial business combination) or in connection with services such person (or persons) may render for us in connection with the consummation of our initial business combination. |
|
each person known by us to be the beneficial owner of more than 5% of our outstanding ordinary shares; |
|
each of our officers, directors and director nominees that beneficially owns ordinary shares; and |
|
all our officers and directors as a group. |
Amount and
Nature of Beneficial Ownership |
Approximate Percentage of
Outstanding Ordinary shares |
||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner
(1)
|
Before the
Offering |
After the
Offering (1) |
|||||||||||||
Julio
Gutierrez
(2)
|
1,533,333 | 100.0 | % | 25.0 | % | ||||||||||
Gustavo Garrido
|
0 | 0 | % | 0 | % | ||||||||||
Cesar
Baez
(3)
|
0 | 0 | % | 0 | % | ||||||||||
Alan
Menkes
(4)
|
0 | 0 | % | 0 | % | ||||||||||
Rolando Horman
|
0 | 0 | % | 0 | % | ||||||||||
Mariana Gutierrez Garcia
|
0 | 0 | % | 0 | % | ||||||||||
Federico Bertoldo
|
0 | 0 | % | 0 | % | ||||||||||
Juan
Diaz Bortolotti
|
0 | 0 | % | 0 | % | ||||||||||
John
Grabski
(5)
|
0 | 0 | % | 0 | % | ||||||||||
All
directors and executive officers as a group (9 individuals)
|
1,533,333 | 100.00 | % | 25.00 | % |
(1)
|
Unless otherwise indicated, the business address of each of the individuals is located at c/o BGS Acquisition Corp., Olazabal 1150, Cuidad Autonoma de Buenos Aires, Argentina 1428. Assumes exercise of the underwriters over-allotment option and no resulting forfeiture of an aggregate of 200,000 founder shares owned by our initial shareholder. |
(2)
|
Mr. Gutierrez does not have different voting rights. Mr. Gutierrez, our sole shareholder prior to this offering, is not a U.S. record holder. |
(3)
|
C A Baez Partners LLC, 152 West 57 th Street, 34 th floor, New York, New York 10019. |
(4)
|
142 W. 57 th Street, 12 th Floor, New York, New York 10019. |
(5)
|
c/o ClearMomentum, Inc., 5450 Campus Drive, Canandaigua, NY 14418 |
|
in whole and not in part; |
|
at a price of $0.01 per warrant; |
|
upon not less than 30 days prior written notice of redemption (the 30-day redemption period) to each warrant holder; and |
|
if, and only if, the last sale price of our ordinary shares equals or exceeds $16.50 per share for any 20 trading days within a 30-trading day period ending on the third business day before we send the notice of redemption to the warrant holders. |
|
if we are unable to consummate our initial business combination within 15 months from the closing of this offering (or 18 months from the closing of this offering if we have entered into a definitive agreement with a target business within such 15 month period), we (i) will, as promptly as reasonably possible but no more than five business days thereafter, distribute the aggregate amount then on deposit in the trust account (less up to $50,000 of the net interest earned thereon to pay dissolution expenses), pro rata to our public shareholders by way of redemption and (ii) intend to cease all operations except for the purposes of winding up our affairs. This redemption of public shareholders from the trust account shall be done automatically by function of our memorandum and articles of association and prior to any voluntary winding up; |
|
prior to our initial business combination, we may not issue additional shares that would entitle the holders thereof to (i) receive funds from the trust account or (ii) vote on any initial business combination; |
|
although we do not intend to enter into our initial business combination with a target business that is affiliated with our initial shareholder, or other directors or officers, we are not prohibited from doing so. In the event we enter into such a transaction, we will obtain an opinion from an independent investment banking firm that is a member of FINRA or an equivalent agency in a foreign jurisdiction, that such a business combination is fair to our shareholders from a financial point of view; |
|
if a shareholder vote on our initial business combination is not required by law or the NASDAQ Capital Market and we do not decide to hold a shareholder vote for business or other reasons, we will offer to redeem our public shares pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934, as amended, and will file tender offer documents with the SEC prior to consummating our initial business combination which contain substantially the same financial and other information about our initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act; and |
|
we will not effectuate our initial business combination with another blank check company or a similar company with nominal operations. |
|
consolidate and divide all or any of our unissued authorized shares into shares of larger amount than our existing shares; |
|
sub-divide our existing ordinary shares, or any of them into shares of smaller amount than is fixed by our memorandum of association, subject nevertheless to the provisions of the Companies Act; |
|
cancel any ordinary shares which, at the date of the passing of the resolution, have not been taken or agreed to be taken by any person; or |
|
create new classes of shares with preferences to be determined by the board of directors at the time of authorization, although any such new classes of shares, with the exception of the preferred shares, may only be created with prior shareholder approval. |
British
Virgin Islands
|
Delaware
|
||||||
Shareholder Meetings
|
|||||||
Held at a time and place as determined by the directors
|
May be held at such time or place as designated in the charter or the by-laws, or if not so designated, as determined by the
board of directors
|
||||||
May be held within or without the British Virgin Islands
|
May be held within or without Delaware
|
||||||
Notice:
|
Notice:
|
||||||
Subject to a requirement in the memorandum and articles of association to give longer notice, a copy of the notice of any
meeting shall be given not fewer than seven (7) days before the date of the proposed meeting to those persons whose names appear in the register of
members on the date the notice is given and are entitled to vote at the meeting
|
Whenever shareholders are required to take any action at a meeting, a written notice of the meeting shall be given which
shall state the place, if any, date and hour of the meeting, and the means of remote communication, if any
|
||||||
Shareholders Voting Rights
|
|||||||
Any person authorized to vote may be represented at a meeting by a proxy who may speak and vote on behalf of the member.
Quorum is fixed by the memorandum and articles of association, but where no such quorum is fixed, shall consist of the holder or holders present in
person or by proxy entitled to exercise at least 50 percent of the voting rights of the shares of each class or series of shares entitled to vote as a
class or series thereon and the same proportion of the votes of the remaining shares entitled to vote thereon
|
Any person authorized to vote may authorize another person or persons to act for him by proxy
|
||||||
|
For stock corporations, the charter or by-laws may specify the number to constitute a quorum but in no event shall a quorum
consist of less than one-third of shares entitled to vote at a meeting. In the absence of such specifications, a majority of shares shall constitute a
quorum
|
British
Virgin Islands
|
Delaware
|
||||||
|
For
non-shares companies, the charter or by-laws may specify the number of shareholders to constitute a quorum. In the absence of this, one-third of the
shareholders shall constitute a quorum
|
||||||
Changes in the rights attaching to shares as set forth in the memorandum and articles of association require approval of at
least such majority of the affected shareholders as specified in the memorandum and articles of association
|
Except as provided in the charter documents, changes in the rights of shareholders as set forth in the charter documents
require approval of a majority of its shareholders
|
||||||
The memorandum and articles of association may provide for cumulative voting in the election of directors
|
The memorandum and articles of association may provide for cumulative voting
|
||||||
Approval of a business combination may be by a majority of shares voted at the meeting
|
Approval of a initial business combination may be by a majority of outstanding shares if such transaction involves the
merger of such entity
|
||||||
Directors
|
|||||||
Board must consist of at least one member
|
Board must consist of at least one member
|
||||||
Maximum number of directors can be changed by an amendment to the articles of association
|
Number of board members shall be fixed by the by-laws, unless the charter fixes the number of directors, in which case a
change in the number shall be made only by amendment of the charter
|
||||||
Directors do not have to be independent
|
Directors do not have to be independent
|
||||||
Fiduciary Duties
|
|||||||
Directors and officers owe fiduciary duties at both common law and under statute as follows:
|
Directors and officers must act in good faith, with the care of a prudent person, and in the best interest of the
corporation.
|
||||||
Duty to act honestly and in good faith in what the directors believe to be in the best interests of the
company;
|
Directors and officers must refrain from self-dealing, usurping corporate opportunities and receiving improper personal
benefits.
|
||||||
Duty to exercise powers for a proper purpose and shall not act, or agree to act, in a matter that contravenes the Companies
Act or the memorandum and articles of association;
|
Decisions made by directors and officers on an informed basis, in good faith and in the honest belief that the action was
taken in the best interest of the corporation will be protected by the business judgment rule.
|
||||||
Duty to exercise the care, diligence and skill that a responsible director would exercise in the circumstances taking into
account, without limitation:
|
|||||||
(a) the nature of the company;
|
|||||||
(b) the nature of the decision; and
|
|||||||
|
|
British
Virgin Islands
|
Delaware
|
||||||
(c) the position of the director and the nature of the responsibilities undertaken by him.
|
|||||||
The Companies Act
provides that, a director of a company shall, immediately after becoming aware of the fact that he is interested in a transaction entered into, or to
be entered into, by the company, disclose the interest to the board of the Company. However, in some instances a breach of this obligation can be
forgiven.
|
|||||||
Pursuant to Section 125(4) of the BVI Business Companies Act, 2004 (the Act) and in pursuant to the
companys memorandum and articles of association, so long as a director has disclosed any interests in a transaction entered into or to be entered
into by the company to the board
he/she may: |
Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the
transaction.
|
||||||
vote on a matter relating to the transaction;
|
|||||||
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors
present at the meeting for the purposes of a quorum; and
|
|||||||
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the
transaction.
|
|||||||
Shareholders Derivative Actions
|
|||||||
Generally speaking, the company is the proper plaintiff in any action. A shareholder may, with the permission of the British
Virgin Islands Court, bring an action or intervene in a matter in the name of the company, in certain circumstances. Such actions are known as
derivative actions. The British Virgin Islands Court may only grant permission to bring a derivative action where the following circumstances
apply:
|
Directors may vote on a matter in which they have an interest so long as the director has disclosed any interests in the
transaction.
|
||||||
the company does not intend to bring, diligently continue or defend or discontinue proceedings; and
|
|||||||
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment
of the shareholders as a whole.
|
|||||||
When considering
whether to grant leave, the British Virgin Islands Court is also required to have regard to the following matters:
|
|||||||
whether the shareholder is acting in good faith;
|
British
Virgin Islands
|
Delaware
|
|||||
whether a derivative action is in the companys best interests, taking into account the directors views on
commercial matters;
|
||||||
whether the action is likely to proceed;
|
||||||
the costs of the proceedings; and
|
||||||
whether there is another alternative remedy available.
|
||||||
|
In any derivative suit instituted by a shareholder of a corporation, it shall be averred in the complaint that the plaintiff
was a shareholder of the corporation at the time of the transaction of which he complains or that such shareholders shares thereafter devolved
upon such shareholder by operation of law.
|
|||||
|
Complaint shall set forth with particularity the efforts of the plaintiff to obtain the action by the board or the reasons
for not making such effort.
|
|||||
|
Such action shall not be dismissed or compromised without the approval of the Chancery Court.
|
|||||
|
If we were a Delaware corporation, a shareholder whose shares were canceled in connection with our dissolution, would not be
able to bring a derivative action against us after the ordinary shares have been canceled.
|
|
vote on a matter relating to the transaction; |
|
attend a meeting of directors at which a matter relating to the transaction arises and be included among the directors present at the meeting for the purposes of a quorum; and |
|
sign a document on behalf of the company, or do any other thing in his capacity as a director, that relates to the transaction. |
|
the company does not intend to bring, diligently continue or defend or discontinue proceedings; and |
|
it is in the interests of the company that the conduct of the proceedings not be left to the directors or to the detriment of the shareholders as a whole. |
|
whether the shareholder is acting in good faith; |
|
whether a derivative action is in the companys best interests, taking into account the directors views on commercial matters; |
|
whether the action is likely to proceed; |
|
the costs of the proceedings; and |
|
whether there is another alternative remedy available. |
|
a company is acting or proposing to act illegally or beyond the scope of its authority; |
|
the act complained of, although not beyond the scope of the authority, could only be effected if duly authorized by more than the number of votes which have actually been obtained; |
|
the individual rights of the plaintiff shareholder have been infringed or are about to be infringed; or |
|
those who control the company are perpetrating a fraud on the minority. |
|
1% of the total number of ordinary shares then outstanding, which will equal 40,000 shares immediately after this offering (or 46,000 if the underwriters exercise their over-allotment option); or |
|
the average weekly reported trading volume of the ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to the sale. |
|
the issuer of the securities that was formerly a shell company has ceased to be a shell company; |
|
the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; |
|
the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 6-K reports; and |
|
at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC reflecting its status as an entity that is not a shell company. |
|
an individual citizen or resident of the United States; |
|
a corporation (or other entity treated as a corporation) that is created or organized (or treated as created or organized) in or under the laws of the United States, any state thereof or the District of Columbia; |
|
an estate whose income is includible in gross income for U.S. federal income tax purposes regardless of its source; or |
|
a trust if (i) a U.S. court can exercise primary supervision over the trusts administration and one or more U.S. persons are authorized to control all substantial decisions of the trust, or (ii) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. |
|
financial institutions or financial services entities; |
|
broker-dealers; |
|
taxpayers that are subject to the mark-to-market accounting rules under Section 475 of the Code; |
|
tax-exempt entities; |
|
governments or agencies or instrumentalities thereof; |
|
insurance companies; |
|
regulated investment companies; |
|
real estate investment trusts; |
|
expatriates or former long-term residents of the United States; |
|
persons that actually or constructively own 5 percent or more of our voting shares; |
|
persons that acquired our securities pursuant to an exercise of employee share options, in connection with employee share incentive plans or otherwise as compensation; |
|
persons that hold our securities as part of a straddle, constructive sale, hedging, conversion or other integrated transaction; or |
|
persons whose functional currency is not the U.S. dollar. |
|
any gain recognized by the U.S. Holder on the sale or other disposition of its ordinary shares or warrants; and |
|
any excess distribution made to the U.S. Holder (defined as any distributions to such U.S. Holder during a taxable year of the U.S. Holder that are greater than 125% of the average annual distributions received by such U.S. Holder in respect of the ordinary shares during the three preceding taxable years of such U.S. Holder or, if shorter, such U.S. Holders holding period for the ordinary shares). |
|
the U.S. Holders gain or excess distribution will be allocated ratably over the U.S. Holders holding period for the ordinary shares or warrants; |
|
the amount allocated to the U.S. Holders taxable year in which the U.S. Holder recognized the gain or received the excess distribution, or to the period in the U.S. Holders holding period before the first day of our first taxable year in which we are a PFIC, will be taxed as ordinary income; |
|
the amount allocated to other taxable years (or portions thereof) of the U.S. Holder and included in its holding period will be taxed at the highest tax rate in effect for that year and applicable to the U.S. Holder; and |
|
the interest charge applicable to underpayments of tax will be imposed in respect of the tax attributable to each such other taxable year of the U.S. Holder. |
|
political and economic stability; |
|
an effective and sophisticated judicial system with a dedicated Commercial Court; |
|
tax neutral treatment, with no tax levied against companies incorporated in the British Virgin Islands by the local tax authorities; |
|
the absence of exchange control or currency restrictions; and |
|
the availability of professional and support services. |
|
commitment of the BVI to implement best international practice and to comply with the requirements of the Organization of Economic Cooperation and Development (OECD) and the Financial Action Taskforce (FATF); |
|
the adoption of the English law concept of corporate separateness to mitigate the risk of the assets of a shareholder being used to satisfy the liabilities of the company; and |
|
confidentiality for shareholders. |
|
the British Virgin Islands has a less developed body of securities laws as compared to the United States and provides significantly less protection to investors; and |
|
British Virgin Islands companies may not have standing to sue before the federal courts of the United States. |
|
the U.S. court issuing the judgment had jurisdiction in the matter and the company either submitted to such jurisdiction or was resident or carrying on business within such jurisdiction and was duly served with process; |
|
is final and for a liquidated sum; |
|
the judgment given by the U.S. court was not in respect of penalties, taxes, fines or similar fiscal or revenue obligations of the company; |
|
in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the part of the court; |
|
recognition or enforcement of the judgment in the BVI would not be contrary to public policy; and |
|
the proceedings pursuant to which judgment was obtained were not contrary to natural justice. |
Underwriters
|
Number of
Units |
|||||
---|---|---|---|---|---|---|
The
PrinceRidge Group LLC
|
2,946,000 | |||||
Mitsubishi
UFJ Securities (USA), Inc.
|
800,000 | |||||
Chardan
Capital Markets, LLC
|
254,000 | |||||
Total
|
4,000,000 |
|
the information presented in this prospectus and otherwise available to the underwriters; |
|
the history of and prospects of other companies whose principal business is the acquisition of other companies; |
|
prior offerings of those other companies; |
|
the ability of our management and their experience in identifying operating companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
the present state of our development and our current financial condition and capital structure; |
|
the recent market prices of, and the demand for, publicly traded securities of generally comparable companies; |
|
general conditions of the securities markets at the time of the offering; and |
|
other factors as were deemed relevant. |
|
Stabilizing Transactions . The underwriters may make bids or purchases for the purpose of pegging, fixing or maintaining the price of our securities. |
|
Over-Allotments and Syndicate Coverage Transactions . The underwriters may create a short position in our securities by selling more of our securities than are set forth on the cover page of this prospectus. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our securities in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option. |
|
Penalty Bids . The representative may reclaim a selling concession from a syndicate member when the units originally sold by the syndicate member are purchased in a stabilizing or syndicate covering transaction to cover syndicate short positions. |
Fees
|
Fee per
Unit |
Without
Exercise of the Over-allotment Option |
With
Exercise of Over-allotment Option |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Public
offering price
|
$ | 10.00 | $ | 40,000,000 | $ | 46,000,000 | ||||||||
Underwriting discount
(1)(2)
|
$ | 0.30 | $ | 1,200,000 | $ | 1,380,000 | ||||||||
Deferred corporate finance fee
(3)
|
$ | 0.20 | $ | 800,000 | $ | 920,000 |
Fees
|
Fee per
Unit |
Without
Exercise of the Over-allotment Option |
With
Exercise of Over-allotment Option |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Proceeds before expenses
|
$ | 9.50 | $ | 38,000,000 | $ | 43,700,000 |
(1)
|
Based on the underwriters discount equal to 3.0% of the gross proceeds from the sale of units offered to the public. |
(2)
|
Does not include our reimbursement of approximately $12,000 for the costs of background checks of our directors and executive officers. |
(3)
|
Based on the deferred corporate finance fee payable to the underwriters equal to 2.0% of the gross proceeds from the sale of the units offered to the public that will become payable from the amounts held in the trust account solely in the event we consummate our initial business combination. The deferred corporate finance fee shall be payable upon the consummation of our initial business combination for services related to the due diligence, negotiation, structuring, analyzing, marketing and closing of our initial business combination. |
|
to any legal entity that is authorized or regulated to operate in the financial markets or, if not so authorized or regulated, whose corporate purpose is solely to invest in securities; |
|
to any legal entity that has two or more of (1) an average of at least 250 employees during the last financial year; (2) a total balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in its last annual or consolidated accounts; |
|
to fewer than 100 natural or legal persons (other than qualified investors as defined below) subject to obtaining the prior consent of the underwriter for any such offer; or |
|
in any other circumstances that do not require the publication of a prospectus pursuant to Article 3 of the Prospectus Directive. |
|
the rules under the Exchange Act requiring the filing with the SEC of quarterly reports on Form 10-Q or current reports on Form 8-K; |
|
the sections of the Exchange Act regulating the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act; |
|
the provisions of Regulation FD aimed at preventing issuers from making selective disclosures of material information; and |
|
the sections of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and establishing insider liability for profits realized from any short-swing trading transaction (i.e., a purchase and sale, or sale and purchase, of the issuers equity securities within less than six months). |
F-2 | ||||||
Financial
Statements
|
||||||
F-3 | ||||||
F-4 | ||||||
F-5 | ||||||
F-6 | ||||||
F-7
F-11
|
||||||
|
/s/
Rothstein,
Kass & Company, P.C.
|
ASSETS
|
|||||||
Current
Assets
|
|||||||
Cash
|
$ | 25,000 | |||||
Deferred
Offering Costs
|
141,400 | ||||||
Total Assets
|
$ | 166,400 | |||||
LIABILITIES AND SHAREHOLDERS EQUITY
|
|||||||
Current
Liabilities
|
|||||||
Accrued
Offering Costs
|
$ | 65,000 | |||||
Due to
Affiliate
|
86,400 | ||||||
Total
Liabilities
|
151,400 | ||||||
Commitments
and contingencies
|
|||||||
Shareholders Equity
|
|||||||
Preferred
Shares, no par value, unlimited shares authorized; no shares issued and outstanding
|
|||||||
Ordinary
Shares, no par value, unlimited shares authorized; 1,533,333 shares issued and outstanding
|
25,000 | ||||||
Deficit
Accumulated During the Development Stage
|
(10,000 | ) | |||||
Total
Shareholders Equity
|
15,000 | ||||||
Total
Liabilities and Shareholders Equity
|
$ | 166,400 |
Revenue
|
$ | | ||||
General and
Administrative Expenses
|
10,000 | |||||
Net Loss
Attributable to Ordinary Shareholder
|
$ | (10,000 | ) | |||
Weighted
Average Number of Ordinary Shares Outstanding
|
1,533,333 | |||||
Basic and
Diluted Net Loss per Ordinary Share
|
$ | (0.01 | ) |
Ordinary Shares
|
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares
|
Amount
|
Deficit
Accumulated During the Development Stage |
Total
Shareholders Equity |
|||||||||||||||
Sale of
ordinary shares to initial shareholders on October 5, 2011 at approximately $0.016 per share
|
1,533,333 | $ | 25,000 | $ | | $ | 25,000 | |||||||||||
Net loss
|
| | (10,000 | ) | (10,000 | ) | ||||||||||||
Balances,
October 5, 2011
|
1,533,333 | $ | 25,000 | $ | (10,000 | ) | $ | 15,000 |
Cash Flows
from Operating Activities
|
||||||
Net loss
|
$ | (10,000 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating activities:
|
||||||
Changes in
operating assets and liabilities:
|
||||||
Increase in
due to affiliate
|
10,000 | |||||
Net cash used
in operating activities
|
| |||||
Cash Flows
from Financing Activities
|
||||||
Proceeds from
issuance of ordinary shares to initial shareholder
|
25,000 | |||||
Net cash
provided by financing activities
|
25,000 | |||||
Net increase
in cash
|
25,000 | |||||
Cash at
beginning of the period
|
| |||||
Cash at end
of the period
|
$ | 25,000 | ||||
Supplemental
Disclosure of Non-Cash Transactions:
|
||||||
Deferred
offering costs included in accrued offering costs
|
$ | 65,000 | ||||
Deferred
offering costs included in due to affiliate
|
$ | 76,400 |
Page
|
||||||
---|---|---|---|---|---|---|
Summary
|
1 | |||||
Summary
Financial Data
|
26 | |||||
Risk Factors
|
27 | |||||
Cautionary
Note Regarding Forward-Looking Statements
|
59 | |||||
Use of
Proceeds
|
60 | |||||
Dividend
Policy
|
64 | |||||
Dilution
|
65 | |||||
Capitalization
|
67 | |||||
Managements Discussion and Analysis of Financial Condition and Results of Operations
|
68 | |||||
Proposed
Business
|
73 | |||||
Management
|
102 | |||||
Principal
Shareholders
|
111 | |||||
Certain
Relationships and Related Party Transactions
|
114 | |||||
Description
of Securities
|
116 | |||||
British
Virgin Islands Company Considerations
|
126 | |||||
Securities
Eligible For Future Sale
|
133 | |||||
Taxation
|
135 | |||||
Notes
Regarding Our Choice of British Virgin Islands and the Enforceability of Civil Liabilities
|
145 | |||||
Underwriting
|
148 | |||||
Legal Matters
|
156 | |||||
Experts
|
156 | |||||
Where You Can
Find Additional Information
|
156 | |||||
Index to
Financial Statements
|
F-1 |
1 Year (MM) Chart |
1 Month (MM) Chart |
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