Attached files
file | filename |
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EX-4.1 - EX-4.1 - Quartet Merger Corp. | fs1a1ex4i_quartet.htm |
EX-23.1 - EX-23.1 - Quartet Merger Corp. | fs1a1ex23i_quartet.htm |
EX-14.1 - EX-14.1 - Quartet Merger Corp. | fs1a1ex14i_quartet.htm |
EX-10.1 - EX-10.1 - Quartet Merger Corp. | fs1a1ex10i_quartet.htm |
EX-99.1 - EX-99.1 - Quartet Merger Corp. | fs1a1ex99i_quartet.htm |
EX-3.2 - EX-3.2 - Quartet Merger Corp. | fs1a1ex3ii_quartet.htm |
EX-4.2 - EX-4.2 - Quartet Merger Corp. | fs1a1ex4ii_quartet.htm |
EX-3.4 - EX-3.4 - Quartet Merger Corp. | fs1a1ex3iv_quartet.htm |
EX-99.2 - EX-99.2 - Quartet Merger Corp. | fs1a1ex99ii_quartet.htm |
EX-10.6 - EX-10.6 - Quartet Merger Corp. | fs1a1ex10vi_quartet.htm |
EX-10.4 - EX-10.4 - Quartet Merger Corp. | fs1a1ex10iv_quartet.htm |
EX-10.2 - EX-10.2 - Quartet Merger Corp. | fs1a1ex10ii_quartet.htm |
EX-10.3 - EX-10.3 - Quartet Merger Corp. | fs1a1ex10iii_quartet.htm |
EX-10.7 - EX-10.7 - Quartet Merger Corp. | fs1a1ex10vii_quartet.htm |
SECURITIES AND EXCHANGE COMMISSION
AMENDMENT NO. 1 TO
UNDER THE SECURITIES ACT OF 1933
Delaware |
6770 |
46-2596459 |
||||||||
(State or other
jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
New York, New York 10017
(212) 319-7676
Quartet Merger Corp.
777 Third Avenue, 37th Floor
New York, New York 10017
(212) 319-7676
David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 (212) 818-8800 (212) 818-8881Facsimile |
Robert H. Cohen, Esq. Joel L. Rubinstein, Esq. McDermott Will & Emery LLP 340 Madison Avenue New York, New York 10173-1922 (212) 547-5400 (212) 547-5444 Facsimile |
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Large
accelerated filer o |
Accelerated filer o |
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Non-accelerated filer [X] (Do not check if a smaller reporting company) |
Smaller reporting company o |
Title of each Class of Security being registered |
Amount being Registered |
Proposed Maximum Offering Price Per Security(1) |
Proposed Maximum Aggregate Offering Price(1) |
Amount of Registration Fee |
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Units, each
consisting of one share of Common Stock, $.0001 par value, and one Right entitling the holder to receive one-tenth (1/10) of a share of Common
Stock |
9,660,000 Units(2) | $ | 10.00 | $ | 96,600,000 | $ | 13,176.24 | |||||||||||
Shares of Common
Stock, $.0001 par value, included as part of the Units |
9,660,000 Shares(2) | | | | (3) | |||||||||||||
Rights
included as part of the Units |
9,660,000 Rights (2) | | | | (3) | |||||||||||||
Shares of Common
Stock, $.0001 par value, underlying Rights included as part of the Units |
966,000 Shares (2) | | | | (4) | |||||||||||||
Total |
$ | 96,600,000 | $ | 13,176.24 | (5 ) |
(1) |
Estimated solely for the purpose of calculating the registration fee. |
(2) |
Includes 1,260,000 Units and 1,260,000 shares of Common Stock and 1,260,000 Rights underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriters to cover over-allotments, if any. |
(3) |
No fee pursuant to Rule 457(g). |
(4) |
No fee pursuant to Rule 457(i). |
(5) |
The filing fee was previously paid. |
SUBJECT TO COMPLETION, DATED
October 3 , 2013 |
PRELIMINARY PROSPECTUS |
Price to Public |
Underwriting Discounts and Commissions(1) |
Proceeds, Before Expenses, to us |
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---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per Unit
|
$ | 10.00 | $ | 0.325 | $ | 9.675 | ||||||||
Total
|
$ | 84,000,000 | $ | 2,730,000 | $ | 81,270,000 |
(1) |
Please see the section titled Underwriting for further information relating to the underwriting arrangements agreed to between us and the underwriters in this offering. |
EarlyBirdCapital, Inc. |
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F-1 |
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references in this prospectus to we, us or our company refer to Quartet Merger Corp.; |
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references in this prospectus to insider shares refer to the 2,415,000 shares of common stock currently held by our sponsors (as defined below), which include up to an aggregate of 315,000 shares of common stock subject to forfeiture by our sponsors to the extent that the underwriters over-allotment option is not exercised in full or in part, after giving effect to a stock dividend of 0.2 shares of common stock for each outstanding share of common stock effectuated in September 2013; |
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references in this prospectus to private units refer to the units we are selling privately to our sponsors and EarlyBirdCapital upon consummation of this offering and references to private shares and private rights refers to the shares of common stock and rights included within the private units; |
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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 in this prospectus to our public shares refer to shares of common stock which are being sold as part of the units in this offering (whether they are purchased in this offering or thereafter in the open market) and references to public stockholders refer to the holders of our public shares, including our sponsors to the extent our sponsors purchase public shares, provided that their status as public stockholders shall exist only with respect to such public shares; |
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references in this prospectus to our rights or public rights refer to the rights which are being sold as part of the units in this offering; |
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references in this prospectus to our sponsors refer to the holders of the insider shares prior to the consummation of this offering; 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. |
the target. However, as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired is what will be valued for purposes of the 80% of net assets test.
common stock upon consummation of a business combination, the option will effectively represent the right to purchase 462,000 shares of common stock (which includes the 42,000 shares of common stock which will be issued for the rights included in the units) for $4,935,000.
Securities
offered |
8,400,000 units, at $10.00 per unit, each unit consisting of one share of common stock and one right, each right entitling the holder to
automatically receive one-tenth (1/10) of a share of common stock upon consummation of our initial business combination. |
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This
is different from other offerings similar to ours whose units include one share of common stock and one warrant. We have established the components of
the units in this way in order to alleviate to a large degree (although not entirely) the dilutive effect of the warrants usually present in
units of similarly structured blank check offerings. By offering rights as part of the units that automatically entitle the holder to receive only
one-tenth of a share of common stock, as opposed to warrants included in units of similarly structured blank check offerings that most often
entitle the holder to receive a full share of common stock, we have reduced the number of shares of common stock that we would be obligated to
issue after the offering. We also believe this will make us a more attractive merger partner for target businesses as our capitalization structure
will be simpler without the warrants present. However, this unit structure may cause our units to be worth less than if they included a
warrant. |
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Listing of
our securities and proposed symbols |
We
anticipate the units, and the shares of common stock and rights once they begin separate trading, will be listed on Nasdaq under the symbols
QTETU, QTET and QTET R, respectively. |
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Each
of the common stock and rights may trade separately on the 90th day after the date of this prospectus unless EarlyBirdCapital determines that an
earlier date is acceptable (based upon, among other things, its assessment of the relative strengths of the securities markets and small capitalization
companies in general, and the trading pattern of, and demand for, our securities in particular). In no event will EarlyBirdCapital allow separate
trading of the common stock and rights until we file an audited balance sheet reflecting our receipt of the gross proceeds of this
offering. |
Once
the shares of common stock and rights commence separate trading, holders will have the option to continue to hold units or separate their units
into the component pieces. Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of common
stock and rights. |
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Upon
consummation of an initial business combination, each holder of a right will automatically receive one-tenth (1/10) of a share of common
stock. At that time, the units will cease trading. |
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We
will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly upon the consummation of this offering, which is
anticipated to take place three business days from the date the units commence trading. The audited balance sheet will reflect our receipt of the
proceeds from the exercise of the over-allotment option if the over-allotment option is exercised on the date of this prospectus. If the over-allotment
option is exercised after the date of this prospectus, we will file an amendment to the Form 8-K or a new Form 8-K to provide updated financial
information to reflect the exercise of the over-allotment option. We will also include in the Form 8-K, or amendment thereto, or in a subsequent Form
8-K, information indicating if EarlyBirdCapital has allowed separate trading of the common stock and rights prior to the 90th day after the date
of this prospectus. |
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Shares of
common stock: |
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Number
outstanding before this offering |
2,415,000 shares1 |
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Number to
be outstanding after this offering and sale of private units |
11,042,500 shares2 |
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Rights: |
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Number
outstanding before this offering |
0 |
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Number to
be outstanding after this offering and sale of private units |
8,942,500 rights 3 |
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Terms of
the Rights |
Each
holder of a right will automatically receive one-tenth (1/10) of a share of common stock upon consummation of our initial business
combination. If we are unable to complete an initial business combination within the required time period and we liquidate the funds held in the trust
account, holders of rights will not receive any of such funds for their rights and the rights will expire
worthless. |
1 |
This number includes an aggregate of 315,000 insider shares that are subject to forfeiture if the over-allotment option is not exercised by the underwriters. |
2 |
Assumes the over-allotment option has not been exercised and an aggregate of 315,000 insider shares have been forfeited. |
3 |
Assumes the over-allotment option has not been exercised. |
Offering
proceeds to be held in the trust account |
$80,220,000 of the net proceeds of this offering (or $92,410,500 if the over-allotment option is exercised in full), plus the $5,425,000 (or
$6,081,250 if the over-allotment option is exercised in full) we will receive from the sale of the private units, for an aggregate of $85,645,000 (or
$98,491,750 if the over-allotment option is exercised in full) or approximately $10.20 per unit sold to the public in this offering, will be placed in
a trust account in the United States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as
trustee pursuant to an agreement to be signed on the date of this prospectus. The remaining $550,000 of net proceeds of this offering will not be held
in the trust account. |
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Except as set forth below, the proceeds held in the trust account will not be released until the earlier of: (1) the completion of our initial
business combination within the required time period and (2) our redemption of 100% of the outstanding public shares if we have not completed a
business combination in the required time period. Therefore, unless and until our initial business combination is consummated, the proceeds held in the
trust account will not be available for our use for any expenses related to this offering or expenses which we may incur related to the investigation
and selection of a target business and the negotiation of an agreement to acquire a target business. |
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Notwithstanding the foregoing, there can be released to us from the trust account (1) any interest earned on the funds in the trust account
that we need to pay our income or other tax obligations and (2) any remaining interest earned on the funds in the trust account that we need for our
working capital requirements. With these exceptions, expenses incurred by us may be paid prior to a business combination only from the net proceeds of
this offering not held in the trust account of approximately $550,000; provided, however, that in order to meet our working capital needs following the
consummation of this offering if the funds not held in the trust account and interest earned on the funds held in the trust account available to us are
insufficient, our sponsors, officers and directors or their affiliates may, but are not obligated to, loan us funds, from time to time or at any time,
in whatever amount they deem reasonable in their sole discretion. Each loan would be evidenced by a promissory note. The notes would either be paid
upon consummation of our initial business combination, without interest, or, at the lenders discretion, up to $500,000 of the notes may be
converted upon consummation of our business combination into additional private units at a price of $10.00 per unit (which, for example, would result
in the holders being issued 55,000 shares of common stock |
if
$500,000 of notes were so converted since the 50,000 rights included in the private units would result in the issuance of 5,000 shares of
common stock upon the closing of our business combination). Our stockholders have approved the issuance of the shares of common stock upon conversion
of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not
complete a business combination, the loans will not be repaid. |
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Limited
payments to insiders |
There
will be no fees, reimbursements or other cash payments paid to our sponsors, officers, directors or their affiliates prior to, or for any services they
render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is) other
than: |
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repayment at the closing of this offering of a non-interest bearing loan in an aggregate amount of $65,000 made by Eric S.
Rosenfeld, our Chairman of the Board and Chief Executive Officer; |
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payment of $10,000 per month to Crescendo Advisors II, LLC, an affiliate of Eric S. Rosenfeld, for office space and
related services; |
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reimbursement of out-of-pocket expenses incurred by them in connection with certain activities on our behalf, such as
identifying and investigating possible business targets and business combinations; and |
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repayment of loans which may be made by our sponsors or an affiliate of our sponsor or certain of our officers and directors
to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any
written agreements been executed with respect thereto. |
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There
is no limit on the amount of out-of-pocket expenses reimbursable by us; provided, however, that to the extent such expenses exceed the available
proceeds not deposited in the trust account and the interest income earned on the amounts held in the trust account, such expenses would not be
reimbursed by us unless we consummate an initial business combination. Our audit committee will review and approve all reimbursements and
payments made to any sponsor or member of our management team, or our or their respective affiliates, and any reimbursements and payments made to
members of our audit committee will be reviewed and approved by our Board of Directors, with any interested director abstaining from such review and
approval. |
Stockholder
approval of initial business combination |
In
connection with any proposed initial business combination, we will seek stockholder approval of such initial business combination at a meeting called
for such purpose at which stockholders may seek to convert their shares, regardless of whether they vote for or against the proposed business
combination. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such
consummation and a majority of the outstanding shares of common stock voted are voted in favor of the business combination. |
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We
chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act.
However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or
requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible
asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares
converted) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. As a result, we may not be
able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at
all. |
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Our
sponsors and our officers and directors have agreed (1) to vote any of their insider shares and private shares (which will represent approximately
23.9% of the issued and outstanding shares of common stock after the offering) as well as any public shares purchased in or after this offering in
favor of any proposed business combination and (2) not to convert any shares (including the insider shares) into the right to receive cash from the
trust account in connection with a stockholder vote to approve a proposed initial business combination or a vote to amend the provisions of our amended
and restated certificate of incorporation relating to stockholders rights or pre-business combination activity. None of our sponsors, officers,
directors or their affiliates has indicated any intention to purchase units in this offering or any units or shares of common stock in the open market
or in private transactions. However, if a significant number of stockholders vote, or indicate an intention to vote, against a proposed business
combination, our sponsors, officers, directors or their affiliates could make such purchases in the open market or in private transactions in order to
influence the vote. Notwithstanding the foregoing, our officers, directors, sponsors and their affiliates will not make purchases of shares of common
stock if the purchases would violate Section 9(a)(2) or Rule 10b-5 of the Exchange Act, which are rules designed to stop potential manipulation of a
companys stock. |
Conversion
rights |
At
any meeting called to approve an initial business combination, any public stockholder voting either for or against such proposed business combination
will be entitled to demand that his shares of common stock be converted for a pro rata portion of the amount then in the trust account (initially
approximately $10.20 per share, plus any pro rata interest earned on the funds held in the trust account and not previously released to us or necessary
to pay our taxes). |
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We
will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of
the outstanding shares of common stock voted are voted in favor of the business combination. As a result, if stockholders owning approximately 94.2%
(or approximately 94.9% if the over-allotment option is exercised in full) or more of the shares of common stock sold in this offering exercise
conversion rights, the business combination will not be consummated. We chose our net tangible asset threshold of $5,000,001 to ensure that we would
avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business
combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds
available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to
consummate such initial business combination (as we may be required to have a lesser number of shares converted) and may force us to seek third party
financing which may not be available on terms acceptable to us or at all. Alternatively, we may not be able to consummate a business combination unless
the number of shares of common stock seeking conversion rights is significantly less than the 94.2% (or 94.9% if the over-allotment option is exercised
in full) indicated above. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another
suitable target within the applicable time period, if at all. |
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Notwithstanding the foregoing, a public stockholder, together with any affiliate of his or any other person with whom he is acting in concert
or as a group (as defined in Section 13(d)(3) of the Exchange Act) will be restricted from seeking conversion rights with respect to 20% or
more of the shares of common stock sold in this offering without our prior written consent. We believe this restriction will prevent an individual
stockholder or group from accumulating large blocks of shares before the vote held to approve a proposed business
combination |
and
attempt to use the conversion right as a means to force us or our management to purchase its shares at a significant premium to the then current market
price. By limiting a stockholders ability to convert no more than 20% of the shares of common stock sold in this offering, we believe we have
limited the ability of a small group of stockholders to unreasonably attempt to block a transaction which is favored by our other public
stockholders. |
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We
may require public stockholders, whether they are a record holder or hold their shares in street name, to either tender their certificates
to our transfer agent at any time through the vote on the business combination or to deliver their shares to the transfer agent electronically using
Depository Trust Companys DWAC (Deposit/Withdrawal At Custodian) System, at the holders option. The requirement for physical or electronic
delivery prior to the meeting ensures that a holders election to convert his shares is irrevocable once the business combination is approved.
There is a nominal cost associated with this tendering process and the act of certificating the shares or delivering them through the DWAC system. The
transfer agent will typically charge the tendering broker $45 and it would be up to the broker whether or not to pass this cost on to the converting
holder. However, this fee would be incurred regardless of whether or not we require holders to deliver their shares prior to the vote on the business
combination in order to exercise conversion rights. This is because a holder would need to deliver shares to exercise conversion rights regardless of
the timing of when such delivery must be effectuated. However, in the event we require stockholders to deliver their shares prior to the vote on the
proposed business combination and the proposed business combination is not consummated, this may result in an increased cost to
stockholders. |
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Liquidation
if no business combination |
If we
are unable to complete our initial business combination within 18 months from the closing of this offering (or 24 months from the closing of this
offering if we have executed a definitive agreement for a business combination within 18 months from the closing of this offering but have not
completed such business combination with the 18-month period), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares which redemption will completely
extinguish public stockholders rights as stockholders (including the right to receive further liquidation distributions, if any), subject to
applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining holders of common
stock and our board of directors, |
dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. If we execute a definitive agreement for our initial business combination within 18 months and we are
unable to consummate that transaction for any reason, we would be free to consummate another business combination so long as we complete such
transaction within 24 months from the closing of this offering. |
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In
connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, each holder will
receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and
not previously released to us for our working capital requirements or necessary to pay our taxes payable on such funds (subject in each case to our
obligations under Delaware law to provide for claims of creditors). Holders of rights will receive no proceeds in connection with the
liquidation with respect to such rights, which will expire worthless. |
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We
may not have funds sufficient to pay or provide for all creditors claims. Although we will seek to have all third parties (including any vendors
or other entities we engage after this offering) and any prospective target businesses enter into valid and enforceable agreements with us waiving any
right, title, interest or claim of any kind in or to any monies held in the trust account, there is no guarantee that they will execute such
agreements. There is also no guarantee that the third parties would not challenge the enforceability of these waivers and bring claims against the
trust account for monies owed them. |
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The
holders of the insider shares and private units will not participate in any redemption distribution with respect to their insider shares, private
shares or private rights. |
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If we
are unable to conclude our initial business combination and we expend all of the net proceeds of this offering not deposited in the trust account,
without taking into account any interest earned on the trust account, we expect that the initial per-share redemption price will be approximately
$10.20. The proceeds deposited in the trust account could, however, become subject to claims of our creditors that are in preference to the claims of
our stockholders. In addition, if we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us that is not dismissed,
the proceeds held in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject
to the claims of third parties with priority over the claims of our stockholders. Therefore, the actual per-share redemption price may be less than
approximately $10.20. |
We
will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, Mr. Rosenfeld
has agreed to pay the funds necessary to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not
to seek repayment for such expenses. |
June 30, 2013 |
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Actual |
As Adjusted(1) |
||||||||||
Balance
Sheet Data: |
|||||||||||
Working
capital (deficiency) |
$ | (28,063 | ) | $ | 86,219,537 | (2) | |||||
Total assets
|
130,000 | 86,219,537 | (2) | ||||||||
Total
liabilities |
105,563 | | |||||||||
Value of
common stock which may be converted for cash |
| 80,644,994 | (3) | ||||||||
Stockholders equity |
24,437 | 5,574,543 |
June 30, 2013 |
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---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
As Adjusted |
||||||||||
Income
Statement Data: |
|||||||||||
Revenue |
$ | 0 | $ | 0 | |||||||
Net
loss |
(563 | ) | (563 | ) | |||||||
Basic and
diluted net loss per share |
(0.00 | ) | (0.00 | ) |
(1) |
Includes the $5,425,000 we will receive from the sale of the private units. |
(2) |
The as adjusted working capital and total assets is derived by adding total stockholders equity and the value of the common stock which may be converted for cash. |
(3) |
The as adjusted value of common stock which may be converted for cash is derived by taking 7,909,603 shares of common stock which may be converted, representing the maximum number of shares that may be converted while maintaining at least $5,000,001 in net tangible assets after the offering, multiplied by a conversion price of approximately $10.20. |
of $5,000,001 upon the successful consummation of this offering and will file a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors of blank check companies such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules which would, for example, completely restrict the transferability of our securities, require us to complete our initial business combination within 18 months of the effective date of the initial registration statement and restrict the use of interest earned on the funds held in the trust account. Because we are not subject to Rule 419, our units will be immediately tradable, we will be entitled to withdraw amounts from the funds held in the trust account prior to the completion of our initial business combination and we may have a longer period of time to complete such a business combination than we would if we were subject to such rule.
|
may significantly reduce the equity interest of investors in this offering; |
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may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock; |
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may cause a change in control if a substantial number of shares of common stock 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; and |
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may adversely affect prevailing market prices for our shares of common stock. |
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default and foreclosure on our assets if our operating revenues after our 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; |
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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; and |
|
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. |
|
a limited availability of market quotations for our securities; |
|
reduced liquidity with respect to our securities; |
|
a determination that our shares are a penny stock, which will require brokers trading in our shares to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares; |
|
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. |
|
solely dependent upon the performance of a single business, or |
|
dependent upon the development or market acceptance of a single or limited number of products, processes or services. |
Generally, in this context, a stockholder will be deemed to be acting in concert or as a group with another stockholder when such stockholders agree to act together for the purpose of acquiring, voting, holding or disposing of our equity securities. Accordingly, if you purchase more than 20% of the shares of common stock sold in this offering and our proposed business combination is approved, you will not be able to seek conversion rights with respect to the full amount of your shares and may be forced to hold such additional shares of common stock or sell them in the open market. The value of such additional shares may not appreciate over time following our initial business combination, and the market price of our shares of common stock may not exceed the per-share conversion price.
compete in acquiring certain sizable target businesses may be limited by our available financial resources. This inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore, seeking stockholder approval of our initial business combination may delay the consummation of a transaction. Additionally, our rights, and the future dilution they represent (automatically entitling the holders to receive shares of common stock on consummation of our initial business combination), may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating our initial business combination.
of the business combination. Accordingly, you may not be able to exercise your voting rights under corporate law for up to 24 months. If there is an annual meeting, as a consequence of our staggered board of directors, fewer than half of the board of directors will be considered for election and our sponsors, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our sponsors will continue to exert control at least until the consummation of our initial business combination.
or increase the cost of acquiring the target business, as the stockholders of the target business may be discouraged from entering into a business combination with us or will request a higher price for their securities because of the potential effect the exercise of such rights may have on the trading market for our shares of common stock.
|
restrictions on the nature of our investments; and |
|
restrictions on the issuance of securities. |
|
registration as an investment company; |
|
adoption of a specific form of corporate structure; and |
|
reporting, record keeping, voting, proxy, compliance policies and procedures and disclosure requirements and other rules and regulations. |
|
the history of other similarly structured blank check companies; |
|
prior offerings of those companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
our capital structure; |
|
securities exchange listing requirements; |
|
market demand; |
|
expected liquidity of our securities; and |
|
general conditions of the securities markets at the time of the offering. |
registered public accounting firm report on managements evaluation of our system of internal controls, although as an emerging growth company as defined in the JOBS Act, we may take advantage of an exemption to this requirement. A target company may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition. Furthermore, any failure to implement required new or improved controls, or difficulties encountered in the implementation of adequate controls over our financial processes and reporting in the future, could harm our operating results or cause us to fail to meet our reporting obligations. Inferior internal controls could also cause investors to lose confidence in our reported financial information, which could have a negative effect on the trading price of our stock.
|
rules and regulations or currency conversion or corporate withholding taxes on individuals; |
|
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; |
|
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. |
|
ability to complete our initial business combination; |
|
success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
|
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; |
|
potential ability to obtain additional financing to complete our initial business combination; |
|
pool of prospective target businesses; |
|
the ability of our officers and directors to generate a number of potential investment opportunities; |
|
potential change in control if we acquire one or more target businesses for stock; |
|
the potential liquidity and trading of our securities; |
|
the lack of a market for our securities; |
|
use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or |
|
financial performance following this offering. |
Without Over-Allotment Option |
Over-Allotment Option Exercised |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gross
proceeds |
||||||||||
From offering
|
$ | 84,000,000 | $ | 96,600,000 | ||||||
From private
placement |
5,425,000 | 6,081,250 | ||||||||
Total gross
proceeds |
89,425,000 | 102,681,250 | ||||||||
Offering
expenses(1) |
||||||||||
Underwriting
discount (3.25% of gross proceeds from offering) |
2,730,000 | (2) | 3,139,500 | (2) | ||||||
Legal fees
and expenses |
250,000 | 250,000 | ||||||||
Nasdaq
listing fee |
50,000 | 50,000 | ||||||||
Printing and
engraving expenses |
55,000 | 55,000 | ||||||||
Accounting
fees and expenses |
40,000 | 40,000 | ||||||||
FINRA filing
fee |
14,990 | 14,990 | ||||||||
SEC
registration fee |
13,176 | 13,176 | ||||||||
Miscellaneous
expenses |
76,834 | 76,834 | ||||||||
Total
offering expenses |
3,230,000 | 3,639,500 | ||||||||
Net
proceeds |
||||||||||
Held in the
trust account(3) |
85,645,000 | 98,491,750 | ||||||||
Not held in
the trust account |
550,000 | 550,000 | ||||||||
Total net
proceeds |
$ | 86,195,000 | $ | 99,041,750 | ||||||
Use of net
proceeds not held in the trust account and amounts available from interest income earned on the trust
account(4)(5) |
||||||||||
Legal,
accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and
negotiation of our initial business combination |
$ | 150,000 | 21.4 | % | ||||||
Due diligence
of prospective target businesses by officers, directors and sponsors |
10,000 | 1.4 | % | |||||||
Legal and
accounting fees relating to SEC reporting obligations |
75,000 | 10.7 | % | |||||||
Payment of
administrative fee to Crescendo Advisors II, LLC ($10,000 per month for up to 24 months) |
240,000 | 34.3 | % | |||||||
Corporate and
franchise taxes |
150,000 | 21.4 | % | |||||||
Working
capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation obligations and reserves |
75,000 | 10.7 | % | |||||||
Total |
$ | 700,000 | 100.0 | % |
(1) |
A portion of the offering expenses, including the SEC registration fee, the FINRA filing fee, the non-refundable portion of the Nasdaq listing fee and a portion of the legal and audit fees, have been paid from the funds we received from Eric S. Rosenfeld described below. These funds will be repaid out of the proceeds of this offering available to us. |
(2) |
No discounts or commissions will be paid with respect to the purchase of the private units. |
(3) |
The funds held in the trust account may, but need not, be used to pay our expenses relating to acquiring a target business, including a fee payable to EarlyBirdCapital in an amount equal to 3.75% of the total gross proceeds raised in the offering described below. |
(4) |
The amount of proceeds not held in the trust account will remain constant at $550,000 even if the over-allotment is exercised. In addition, interest income earned on the amounts held in the trust account (after payment of taxes owed on such interest income) will be available to us to pay for our working capital requirements. We estimate the interest earned on the trust account will be approximately $150,000 over a 24-month period assuming an interest rate of approximately 0.1% per year. |
(5) |
These expenses are estimates only. Our actual expenditures for some or all of these items may differ from the estimates set forth herein. For example, we may incur greater legal and accounting expenses than our current estimates in connection with negotiating and structuring our initial business combination based upon the level of complexity of that business combination. We do not anticipate any change in our intended use of proceeds, other than fluctuations among the current categories of allocated expenses, which fluctuations, to the extent they exceed current estimates for any specific category of expenses, would be deducted from our excess working capital. |
holders being issued 55,000 shares of common stock if $500,000 of notes were so converted since the 50,000 rights included in the private units would result in the issuance of 5,000 shares of common stock upon the closing of our business combination). Our stockholders have approved the issuance of the shares of common stock upon conversion of such notes, to the extent the holder wishes to so convert them at the time of the consummation of our initial business combination. If we do not complete our initial business combination, the loans will not be repaid.
Public
offering price |
$ | 9.09 | ||||||||
Net tangible
book value before this offering |
$ | (0.01 | ) | |||||||
Increase
attributable to new investors and private sales |
1.40 | |||||||||
Pro forma net
tangible book value after this offering |
1.38 | |||||||||
Dilution to
new investors |
$ | 7.71 | ||||||||
Percentage of
dilution to new investors |
84.8 | % |
Shares Purchased |
Total Consideration |
Average Price per Share |
|||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number |
Percentage |
Amount |
Percentage |
||||||||||||||||||||
Sponsors and
Underwriters |
2,696,750 | (1) | 22.6 | % | $ | 5,450,000 | 6.1 | % | $ | 2.02 | |||||||||||||
New investors
|
9,240,000 | (2) | 77.4 | % | 84,000,000 | 93.9 | % | $ | 9.09 | ||||||||||||||
11,936,750 | 100.0 | % | $ | 89,450,000 | 100.0 | % |
(1) |
Assumes the over-allotment option has not been exercised and an aggregate of 315,000 insider shares have been forfeited as a result thereof. Includes 542,500 private shares issued simultaneously with the consummation of this offering. Assumes the issuance of an additional 54,250 shares underlying the private rights. |
(2) |
Assumes the issuance of an additional 840,000 public shares underlying the public rights. |
Numerator: |
||||||
Net tangible
book value before the offering |
$ | (28,063 | ) | |||
Net proceeds
from this offering and private placement of private units |
86,195,000 | |||||
Plus:
Offering costs accrued for and paid in advance, excluded from tangible book value before this offering |
52,500 | |||||
Plus:
Proceeds from sale of unit purchase option to underwriters |
100 | |||||
Less:
Proceeds held in the trust account subject to conversion |
(80,644,994 | ) | ||||
$ | 5,574,543 | |||||
Denominator: |
||||||
Shares of
common stock outstanding prior to this offering |
2,100,000 | (1) | ||||
Shares of
common stock to be sold in this offering |
8,400,000 | |||||
Shares of
common stock underlying the rights to be sold in this offering |
840,000 | |||||
Shares of
common stock to be sold in private placement |
542,500 | |||||
Shares of
common stock underlying the rights to be sold in private placement |
54,250 | |||||
Less: Shares
subject to conversion |
(7,909,603 | ) | ||||
4,027,147 |
(1) |
Assumes that the underwriters over-allotment option has not been exercised and an aggregate of 315,000 insider shares have been forfeited as a result thereof. |
June 30, 2013(1) |
|||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual |
As Adjusted(2) |
||||||||||
Note payable
to related party(3) |
$ | 65,000 | $ | | |||||||
Common stock,
$.0001 par value, -0- and 7,909,603 shares which are subject to possible conversion |
| 80,644,994 | (5) | ||||||||
Stockholders equity: |
|||||||||||
Preferred
stock, $.0001 par value, 1,000,000 shares authorized; none issued or outstanding |
| | |||||||||
Common stock,
$.0001 par value, 15,000,000 shares authorized; 2,415,000 shares issued and outstanding, actual; 3,132,897 shares(4) issued and
outstanding (excluding 7,909,603 shares subject to possible conversion), as adjusted |
241 | 313 | |||||||||
Additional
paid-in capital |
24,759 | 5,57 4,793 | |||||||||
Deficit
accumulated during the development stage |
(563 | ) | | ||||||||
Total
stockholders equity: |
$ | 24,437 | $ | 5,574,543 | |||||||
Total
capitalization |
$ | 89,437 | $ | 86,219,537 | (6) |
(1) |
June 30, 2013 balances reflect (i) the effect of a stock dividend of 0.2 shares of Class A common stock for each outstanding share of Class A common stock effectuated in September 2013 and (ii) the reclassification of our Class A common stock and Class B common stock into a single class of common stock . |
(2) |
Includes the $5,425,000 we will receive from the sale of the private units. Assumes the over-allotment option has not been exercised. |
(3) |
Note payable to related party is a promissory note issued in the aggregate amount of $65,000 to Eric S. Rosenfeld. The note is non-interest bearing and is payable on the earliest to occur of (i) June 26, 2014, (ii) the consummation of this offering or (iii) the date on which we determine not to proceed with this offering. |
(4) |
Assumes the over-allotment option has not been exercised and an aggregate of 315,000 insider shares have been forfeited by our sponsors as a result thereof. |
(5) |
Derived by taking 7,909,603 shares of common stock which may be converted, representing the maximum number of shares that may be converted while maintaining at least $5,000,001 in net tangible assets after the offering, multiplied by a conversion price of approximately $10.20. |
(6) |
Derived by adding total stockholders equity and the value of the common stock which may be converted for cash. |
|
may significantly dilute the equity interest of our investors in this offering who would not have pre-emption rights in respect of any such issuance; |
|
may subordinate the rights of holders of shares of common stock if we issue shares of preferred stock with rights senior to those afforded to our shares of common stock; |
|
will likely cause a change in control if a substantial number of our shares of common stock are issued, which may affect, among other things, our ability to use our net operating loss carry forwards, if any, and most likely will also result in the resignation or removal of our present officers and directors; and |
|
may adversely affect prevailing market prices for our securities. |
|
default and foreclosure on our assets if our operating revenues after our initial business combination are insufficient to pay our debt obligations; |
|
acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contains covenants that required the maintenance of certain financial ratios or reserves and we breach any such covenant 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; and |
|
our inability to obtain additional financing, if necessary, if the debt security contains covenants restricting our ability to obtain additional financing while such security is outstanding. |
|
$150,000 of expenses for the search for target businesses and for the legal, accounting and other third-party expenses attendant to the due diligence investigations, structuring and negotiating of our initial business combination; |
|
$10,000 of expenses for the due diligence and investigation of a target business by our officers, directors and sponsors; |
|
$75,000 of expenses in legal and accounting fees relating to our SEC reporting obligations; |
|
$240,000 for the payment of the administrative fee to Crescendo Advisors II, LLC (of $10,000 per month for up to 24 months); |
|
$150,000 for corporate and franchise taxes; and |
|
$75,000 for general working capital that will be used for miscellaneous expenses, liquidation obligations and reserves, including director and officer liability insurance premiums. |
June 26, 2014, (ii) the date on which we consummate our initial public offering or (iii) the date on which we determine to not proceed with our initial public offering. The loan will be repaid out of the proceeds of this offering not being placed in the trust account.
|
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. |
in October 2010. Primoriss common stock currently trades on the Nasdaq Capital Market under the symbol PRIM and its price has ranged from $3.25 to $24.08 following the completion of its business combination with Rhapsody, with a closing price of $24.08 on September 6, 2013. Eric S. Rosenfeld currently serves as a director of Primoris. David D. Sgro served as a director of Primoris from 2008 to 2011.
stockholders interests than it would have as a privately-held company. It can offer further benefits by augmenting a companys profile among potential new customers and vendors and aid in attracting talented employees.
with any of our officers, directors or sponsors. However, we are not restricted from entering into any such transactions and may do so if (1) such transaction is approved by a majority of our disinterested and independent directors (if we have any at that time) and (2) we obtain an opinion from an independent investment banking firm that the business combination is fair to our unaffiliated stockholders from a financial point of view. As of the date of this prospectus, there are no affiliated entities that we would consider as a business combination target.
|
financial condition and results of operation; |
|
growth potential; |
|
brand recognition and potential; |
|
return on equity or invested capital; |
|
market capitalization or enterprise value; |
|
experience and skill of management and availability of additional personnel; |
|
capital requirements; |
|
competitive position; |
|
barriers to entry; |
|
stage of development of the products, processes or services; |
|
existing distribution and potential for expansion; |
|
degree of current or potential market acceptance of the products, processes or services; |
|
proprietary aspects of products and the extent of intellectual property or other protection for products or formulas; |
|
impact of regulation on the business; |
|
regulatory environment of the industry; |
|
costs associated with effecting the business combination; |
|
industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and |
|
macro competitive dynamics in the industry within which the company competes. |
is made available to us. This due diligence review will be conducted either by our management or by unaffiliated third parties we may engage, although we have no current intention to engage any such third parties.
entities which may have the resources to complete several business combinations of entities operating in multiple industries or multiple areas of a single industry, it is probable that we will not have the resources to diversify our operations or benefit from the possible spreading of risks or offsetting of losses. By consummating our initial business combination with only a single entity, our lack of diversification may:
|
subject us to negative economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination, and |
|
result in our dependency upon the performance of a single operating business or the development or market acceptance of a single or limited number of products, processes or services. |
voted in favor of the business combination. As a result, if stockholders owning approximately 94.2% (or approximately 94.9% if the over-allotment option is exercised in full) or more of the shares of common stock sold in this offering exercise conversion rights, the business combination will not be consummated. We chose our net tangible asset threshold of $5,000,001 to ensure that we would avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended. However, if we seek to consummate an initial business combination with a target business that imposes any type of working capital closing condition or requires us to have a minimum amount of funds available from the trust account upon consummation of such initial business combination, our net tangible asset threshold may limit our ability to consummate such initial business combination (as we may be required to have a lesser number of shares converted) and may force us to seek third party financing which may not be available on terms acceptable to us or at all. Alternatively, we may not be able to consummate a business combination unless the number of shares of common stock seeking conversion rights is significantly less than the 94.2% (or 94.9% if the over-allotment option is exercised in full) indicated above. As a result, we may not be able to consummate such initial business combination and we may not be able to locate another suitable target within the applicable time period, if at all. Public shareholders may therefore have to wait 18 months from the closing of this offering (or 24 months from the closing of this offering if we have executed a definitive agreement for a business combination within 18 months from the closing of this offering but have not consummated the business combination with such 18-month period) in order to be able to receive a portion of the trust account.
amend the provisions of our amended and restated certificate of incorporation relating to stockholders rights or pre-business combination activity with respect to any shares of common stock owned by them, directly or indirectly, whether acquired prior to this offering or purchased by them in this offering or in the aftermarket.
completed within such 18-month period), we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the outstanding public shares and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. In connection with our redemption of 100% of our outstanding public shares for a portion of the funds held in the trust account, any holder that voted against the last proposed business combination prior to such redemption will only receive $10.00 per share, while any holder that voted in favor of the last proposed business combination prior to such redemption will receive a full pro rata portion of the amount then in the trust account, plus any pro rata interest earned on the funds held in the trust account and not previously released to us for our working capital requirements or necessary to pay our taxes payable on such funds (subject in each case to our obligations under Delaware law to provide for claims of creditors). At such time, the rights will expire, holder of rights will receive nothing upon a liquidation with respect to such rights and the rights will be worthless.
completed by us. In no other circumstances shall a stockholder have any right or interest of any kind to or in the trust account.
|
prior to the consummation of our initial business combination, we shall seek stockholder approval of our initial business combination at a meeting called for such purpose at which public stockholders may seek to convert their shares of common stock, regardless of whether they vote for or against the proposed business combination, into a portion of the aggregate amount then on deposit in the trust account, subject to the limitations described herein; |
|
we will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and a majority of the outstanding shares of common stock voted are voted in favor of the business combination; |
|
if our initial business combination is not consummated within 18 (or 24) months of the closing of this offering, then our existence will terminate and we will distribute all amounts in the trust account and any net assets remaining outside the trust account to all of our public holders of shares of common stock; |
|
upon the consummation of this offering, $85,645,000, or $98,491,750 if the over-allotment option is exercised in full, shall be placed into the trust account; |
|
we may not consummate any other business combination, merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar transaction prior to our initial business combination; and |
|
prior to our initial business combination, we may not issue (i) any shares of common stock or any securities convertible into common stock, or (ii) any securities that participate in any manner in the |
proceeds of the trust account, or that vote as a class with the common stock sold in this offering on our initial business combination. |
|
our obligation to seek stockholder approval of our initial business combination may delay the completion of a transaction; |
|
our obligation to convert shares of common stock held by our public stockholders may reduce the resources available to us for our initial business combination; |
|
our outstanding rights and unit purchase options, and the potential future dilution they represent; |
|
our obligation to ensure that if we enter into a definitive agreement for a business combination in which we will not be the surviving entity, the definitive agreement will provide for the holders of rights to receive the same per share consideration the holders of the common stock will receive in the transaction on an as-converted into common stock basis (for instance, if the business combination would result in each share of common stock outstanding being exchanged for two shares of common stock, each right would result in the holder receiving two-tenths (2/10) of a share of common stock upon consummation of such business combination); |
|
our obligation to pay the fee to EarlyBirdCapital for acting as an investment banker in connection with our initial business combination; |
|
our obligation to either repay or issue private units upon conversion of up to $500,000 of working capital loans that may be made to us by our sponsors, officers, directors or their affiliates; |
|
our obligation to register the resale of the insider shares, as well as the private units (and underlying securities) and any shares issued to our sponsors, officers, directors or their affiliates upon conversion of working capital loans; and |
|
the impact on the target business assets as a result of unknown liabilities under the securities laws or otherwise depending on developments involving us prior to the consummation of a business combination. |
believe, based on rents and fees for similar services in New York, that the fee charged by Crescendo Advisors II, LLC is at least as favorable as we could have obtained from an unaffiliated person. We consider our current office space, combined with the other office space otherwise available to our executive officers, adequate for our current operations.
Terms of the Offering |
Terms Under a Rule 419 Offering |
|||||||||
---|---|---|---|---|---|---|---|---|---|---|
Escrow of
offering proceeds |
$85,645,000 of the net offering proceeds and proceeds from the sale of the private units will be deposited into a trust account in the United
States at JP Morgan Chase Bank, N.A., maintained by Continental Stock Transfer & Trust Company, acting as trustee. |
$73,143,000 of the offering proceeds 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 |
The
$85,645,000 of net offering proceeds and proceeds from the sale of the private units held in the trust account will only be invested in United States
government treasury bills, bonds or notes with a maturity of 180 days or less or in money market funds meeting the applicable conditions under Rule
2a-7 promulgated under the Investment Company Act of 1940 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 of 1940
or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States. |
||||||||
Limitation
on fair value or net assets of target business |
The
initial target business that we acquire must have a fair market value equal to at least 80% of the balance in our trust account at the time of the
execution of a definitive agreement for our initial business combination. |
We
would be restricted from acquiring a target business unless the fair value of such business or net assets to be acquired represent at least 80% of the
maximum offering proceeds. |
||||||||
Trading of
securities issued |
The
units may commence trading on or promptly after the date of this prospectus. The common stock and rights comprising the units will begin to
trade separately on the 90th day after the date of this prospectus unless EarlyBirdCapital informs us of its decision to allow earlier separate trading
(based upon its assessment of the relative strengths of the securities markets and small capitalization companies in general, and the trading pattern
of, and demand for, our securities in particular), provided we have filed with the SEC a Current Report on Form 8-K, which includes an audited balance
sheet reflecting our receipt of the proceeds of this offering. |
No
trading of the shares of common stock would be permitted until the completion of our initial business combination. During this period, the securities
would be held in the escrow or trust account. |
Terms of the Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Election to
remain an investor |
We
will give our stockholders the opportunity to vote on the business combination. We will send each stockholder a proxy statement containing information
required by the SEC. Under Delaware law and our bylaws, we must provide at least 10 days advance notice of any meeting of stockholders.
Accordingly, this is the minimum amount of time we would need to provide holders to determine whether to exercise their rights to convert
their shares into cash or to remain an investor in our company. |
A
prospectus containing information 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 the post-effective
amendment, to decide whether he or she elects to remain a stockholder of the company or require the return of his or her investment. If the company has
not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account would
automatically be returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all of the deposited funds in the
escrow account must be returned to all investors and none of the securities will be issued. |
||||||||
Business
combination deadline |
Pursuant to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within 18
months from the closing of this offering (or 24 months from the closing of this offering if the extension criteria described elsewhere is satisfied),
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days
thereafter, redeem 100% of the outstanding public shares which redemption will completely extinguish public stockholders rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject (in the
case of (ii) and (iii) above) to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable
law. |
If an
acquisition has not been consummated within 18 months after the effective date of the initial registration statement, funds held in the trust or escrow
account would be returned to investors |
Terms of the Offering |
Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Interest
earned on the funds in the trust account |
There
can be released to us, from time to time, any interest earned on the funds in the trust account (1) that we may need to pay our tax obligations and (2)
any remaining interest that we need for our working capital requirements. |
All
interest earned on the funds in the trust account will be held in the trust account for the benefit of public stockholders until the earlier of the
completion of our initial business combination and our liquidation upon failure to effect our initial business combination within the allotted
time. |
||||||||
Release of
funds |
Except for (1) interest earned on the funds in the trust account that may be released to us to pay our tax obligations and (2) any remaining
interest that we may need for our working capital requirements that may be released to us from the interest earned on the trust account balance, the
proceeds held in the trust account will not be released until the earlier of the completion of our initial business combination and our liquidation
upon failure to effect our initial business combination within the allotted time. |
The
proceeds held in the escrow account would not be released until the earlier of the completion of our initial business combination or the failure to
effect our initial business combination within the allotted time. |
Name |
Age |
Position |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Eric S.
Rosenfeld |
56 | Chairman of the Board and Chief Executive Officer |
||||||||
David D.
Sgro |
37 | Chief
Financial Officer, Secretary and Director |
||||||||
John P.
Schauerman |
56 | Director |
||||||||
Jeffrey M.
Moses |
53 | Director |
||||||||
Margery Kraus
|
67 | Director |
to Telus Corporation in January 2008. Mr. Rosenfeld also served on the board of Matrikon Inc. a Toronto Stock Exchange-listed provider of solutions for industrial intelligence, from July 2007 until its sale to Honeywell International, Inc. in June 2010. He was also a member of the board of Dalsa Corporation, a Toronto Stock Exchange-listed company that designs and manufactures digital imaging products, from February 2008 until its sale to Teledyne in February 2011. From October 2005 until its final liquidation in December 2012, he was the chairman of the board of Computer Horizons Corp., quoted on the OTCBB, that, before the sale of the last of its operating businesses in February 2007 (at which time it was NASDAQ-listed), provided information technology professional services with a concentration in sourcing and managed services.
2005), The Little Book That Still Beats the Market (John Wiley & Sons, 2010) and The Big Secret for the Small Investor (Crown Business, 2011). He received a B.S. (summa cum laude) and an MBA from the Wharton School of the University of Pennsylvania.
|
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 10-K; |
|
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. |
|
should have demonstrated notable or significant achievements in business, education or public service; |
|
should possess the requisite intelligence, education and experience to make a significant contribution to the board of directors and bring a range of skills, diverse perspectives and backgrounds to its deliberations; and |
|
should have the highest ethical standards, a strong sense of professionalism and intense dedication to serving the interests of our stockholders. |
|
None of our officers and directors is required to commit their full time to our affairs and, accordingly, they may have conflicts of interest in allocating their 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 our company as well as the other entities with which they are affiliated. Our officers and directors may have conflicts of interest in determining to which entity a particular business opportunity should be presented. |
|
Our officers and directors may in the future become affiliated with entities, including other blank check companies, engaged in business activities similar to those intended to be conducted by our company. |
|
Unless we consummate our initial business combination, our officers, directors and sponsors will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the trust account and the amount of interest income from the trust account that may be released to us as working capital. |
|
The insider shares beneficially owned by our officers and directors will be released from escrow only if our initial business combination is successfully completed. Additionally, our officers and directors |
will not receive liquidation distributions with respect to any of their insider shares or private shares. Furthermore, our sponsors have agreed that the private units will not be sold or transferred by them until after we have completed our initial business combination. For the foregoing reasons, our board may have a conflict of interest in determining whether a particular target business is appropriate to effect our initial business combination with. |
|
the corporation could financially undertake the opportunity; |
|
the opportunity is within the corporations line of business; and |
|
it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation. |
Name of Affiliated Company |
Name of Individual(s) |
Priority/Preference relative to Quartet Merger Corp. |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Primoris
Services Corporation |
Eric S. Rosenfeld |
Mr.
Rosenfeld will be required to present all business opportunities which are suitable for Primoris Services Corporation to Primoris Services Corporation
prior to presenting them to us. Primoris Services Corporation is a holding company with various subsidiaries that cumulatively form a diversified
construction company providing a wide range of construction and product engineering services. |
||||||||
CPI
Aerostructures, Inc. |
Eric S. Rosenfeld |
Mr.
Rosenfeld will be required to present all business opportunities which are suitable for CPI Aerostructures to CPI Aerostructures prior to presenting
them to us. CPI Aerostructures is engaged in the contract production of structural aircraft parts principally for the United States Air Force and other
branches of the U.S. armed forces. |
||||||||
Absolute
Software |
Eric S. Rosenfeld |
Mr.
Rosenfeld will be required to present all business opportunities which are suitable for Absolute Software to Absolute Software provides persistent
endpoint security and management for computers, laptops, tablets and smartphone devices. |
Name of Affiliated Company |
Name of Individual(s) |
Priority/Preference relative to Quartet Merger Corp. | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
COM DEV
International |
David D. Sgro |
Mr.
Sgro will be required to present all business opportunities which are suitable for COM DEV International to COM DEV International prior to presenting
them to us. COM DEV International is a global designer and manufacturer of space hardware. |
||||||||
Cott
Corporation |
Eric S. Rosenfeld |
Mr.
Rosenfeld will be required to present all business opportunities which are suitable for the Cott Corporation to the Cott Corporation prior to
presenting them to us. Cott Corporation is a private label beverage company. |
||||||||
SAExploration
Holdings Inc. |
Eric S. Rosenfeld David D. Sgro |
Each
of Messrs. Rosenfeld and Sgro will be required to present all business opportunities which are suitable for SAExploration Holdings Inc. to
SAExploration Holdings Inc. prior to presenting them to us. SAE is a holding company of various subsidiaries which collectively form a geophysical
services company offering seismic data acquisition services to the oil and gas industry in North America, South America, and Southeast
Asia. |
||||||||
Lyrical
Partners, L.P. |
Jeffrey M. Moses |
Mr.
Moses will be required to present all business opportunities which are suitable for Lyrical Partners, L.P. to Lyrical Partners, L.P. prior to
presenting them to us. Lyrical Partners, L.P. is an investment advisory firm. |
sponsors, members of our management team or their respective affiliates be paid any finders fee, consulting fee or other similar compensation prior to, or for any services they render in order to effectuate, the consummation of our initial business combination (regardless of the type of transaction that it is).
|
each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock; |
|
each of our officers and directors; and |
|
all of our officers and directors as a group. |
Prior to Offering |
After Offering(2) |
||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name and Address of Beneficial Owner(1) |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares of Common Stock |
Amount and Nature of Beneficial Ownership |
Approximate Percentage of Outstanding Shares of Common Stock |
|||||||||||||||
Eric
S. Rosenfeld |
949,051 | (3) | 39.3 | % | 868,409 | (3) | 7.9 | % | |||||||||||
David
D. Sgro |
224,437 | (4) | 9.3 | % | 196,802 | (4) | 1.8 | % | |||||||||||
John
P. Schauerman |
18,000 | * | 25,500 | * | |||||||||||||||
Jeffrey M. Moses |
18,000 | * | 25,500 | * | |||||||||||||||
Margery Kraus |
18,000 | * | 25,500 | * | |||||||||||||||
DKU
2013, LLC(5) |
454,500 | 18.8 | % | 573,300 | 5.2 | % | |||||||||||||
The K2
Principal Fund L.P.(6) |
606,000 | 25.1 | % | 764,400 | 6.9 | % | |||||||||||||
All
directors and executive officers as a group (five individuals) |
1,227,488 | 50.8 | % | 1,141,711 | 10.3 | % |
* |
Less than 1% |
(1) |
Unless otherwise indicated, the business address of each of the individuals is 777 Third Avenue, 37th floor, New York, NY 10017. |
(2) |
Includes the 542,500 private units to be purchased by the sponsors and EarlyBirdCapital and/or their designees simultaneously with the consummation of this offering. Assumes no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 315,000 shares of common stock held by our sponsors. |
(3) |
Does not include shares of common stock he may receive in the event that David Sgros shares do not vest as described in footnote 3 below. Also does not include up to an aggregate of 72,675 shares of common stock he may receive in the event that shares held by Gregory Monahan and Victor Bonilla, each an employee of Crescendo Advisors II, LLC, do not vest under similar terms as the shares held by Mr. Sgro. |
(4) |
Of these shares, 1/3 is currently vested, 1/3 shall vest upon consummation of a business combination and 1/3 shall vest after the shares are released from escrow and are no longer subject to any restrictions on transferability imposed in connection with our initial business combination, provided Mr. Sgro is still an employee of Crescendo Advisors II, LLC. If Mr. Sgro is no longer employed by Crescendo Advisors II, LLC at such times, as a result of Mr. Sgros termination for cause or his voluntary resignation, shares unvested shall revert to Mr. Rosenfeld. |
(5) |
The business address of DKU 2013, LLC is 405 Park Avenue, 6th Floor, New York, NY 10022. Jeff Keswin has ultimate voting and dispositive power over the shares held by DKU 2013, LLC. |
(6) |
The business address of The K2 Principal Fund L.P. is 2 Bloor Street West, Suite 801, Toronto, Ontario, Canada M4W 3E2. Shawn Kimel has ultimate voting and dispositive power over the shares held by The |
K2 Principal Fund L.P. as he is President of K2 Genpar 2009 Inc., the General Partner of K2 Genpar L.P., the General Partner of The K2 Principal Fund L.P. |
the exercise of the over-allotment option. The private units are identical to the units sold in this offering. However, the holders have agreed (A) to vote their private shares in favor of any proposed business combination, (B) not to propose, or vote in favor of, an amendment to our amended and restated certificate of incorporation with respect to our pre-business combination activities prior to the consummation of such a business combination, (C) not to convert any private shares in connection with a stockholder vote to approve our proposed initial business combination and (D) that such private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Additionally, the purchasers of the private units have agreed not to transfer, assign or sell any of the private units until after the completion of our initial business combination.
Name |
Number of Shares |
Relationship to Us |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
Eric S.
Rosenfeld |
1,128,750 | Chairman and Chief Executive Officer |
||||||||
DKU 2013,
LLC |
378,750 | Sponsor |
||||||||
The K2
Principal Fund L.P. |
505,000 | Sponsor |
trust account in connection with a stockholder vote to approve our proposed initial business combination or a vote to amend the provisions of our amended and restated certificate of incorporation relating to stockholders rights or pre-business combination activity and (D) that such private shares shall not participate in any liquidating distribution upon winding up if a business combination is not consummated. Additionally, the purchasers have agreed not to transfer, assign or sell any of the private units (except to certain permitted transferees) until the completion of our initial business combination.
and business combinations as well as traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations. There is no limit on the amount of out-of-pocket expenses reimbursable by us.
may be determined from time to time by our board of directors. No shares of preferred stock are being issued or registered in this offering. Accordingly, our board of directors is empowered, without stockholder approval, to issue preferred stock with dividend, liquidation, conversion, voting or other rights which could adversely affect the voting power or other rights of the holders of common stock. However, the underwriting agreement prohibits us, prior to a business combination, from issuing preferred stock which participates in any manner in the proceeds of the trust account, or which votes as a class with the common stock on our initial business combination. We may issue some or all of the preferred stock to effect our initial business combination. In addition, the preferred stock could be utilized as a method of discouraging, delaying or preventing a change in control of us. Although we do not currently intend to issue any shares of preferred stock, we reserve the right to do so in the future.
person can gain control of our board only by successfully engaging in a proxy contest at two or more annual meetings.
|
1% of the number of shares then outstanding, which will equal 110,425 shares of common stock immediately after this offering (or 126,831 shares of common stock if the over-allotment option is exercised in full); and |
|
the average weekly trading volume of the shares of common stock 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 8-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. |
to be signed prior to or on the effective date of this offering. The holders of a majority of these securities are entitled to make up to two demands that we register such securities. The holders of the majority of the insider shares can elect to exercise these registration rights at any time commencing three months prior to the date on which these shares of common stock are to be released from escrow. The holders of a majority of the private units or shares issued in payment of working capital loans made to us can elect to exercise these registration rights at any time commencing on the date that we consummate our initial business combination. In addition, the holders have certain piggy-back registration rights with respect to registration statements filed subsequent to our consummation of our initial business combination. We will bear the expenses incurred in connection with the filing of any such registration statements.
Underwriter |
Number of Units |
|||||
---|---|---|---|---|---|---|
EarlyBirdCapital, Inc. |
||||||
Total
|
8,400,000 |
|
the history of other similarly structured blank check companies; |
|
prior offerings of those companies; |
|
our prospects for acquiring an operating business at attractive values; |
|
our capital structure; |
|
securities exchange listing requirements; |
|
market demand; |
|
expected liquidity of our securities; and |
|
general conditions of the securities markets at the time of the offering. |
underwriters exercise this option, they will each purchase additional units approximately in proportion to the amounts specified in the table above.
Per Unit |
Without Over-allotment |
With Over-allotment |
||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Public
offering price |
$ | 10.00 | $ | 84,000,000 | $ | 96,600,000 | ||||||||
Discount
|
$ | 0.325 | $ | 2,730,000 | $ | 3,139,500 | ||||||||
Proceeds
before expenses (1) |
$ | 9.675 | $ | 81,270,000 | $ | 93,460,500 |
(1) |
The offering expenses are estimated at $500,000. |
prospectus. Since the option is not exercisable until at the earliest the consummation of a business combination, and the rights will automatically result in the offering of shares of common stock upon consummation of a business combination, the option will effectively represent the right to purchase 462,000 shares of common stock (which includes the 42,000 shares of common stock issuable for the rights included in the units) for $4,935,000. The purchase option may be exercised for cash or on a cashless basis, at the holders option, and expires five years from the effective date of the registration statement of which this prospectus forms a part. The option and the 420,000 units, as well as the 462,000 shares of common stock that may be issued upon exercise of the option, have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRAs NASD Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of this prospectus except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and piggy back rights for periods of five and seven years, respectively, from the effective date of the registration statement of which this prospectus forms a part with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. We will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and number of units issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or our recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.
|
Stabilizing Transactions. The underwriters may make bids or purchases soley for the purpose of preventing or retarding a decline in the price of our units, as long as stabilizing bids do not exceed the offering price of $10.00 and the underwriters comply with all other applicable rules. |
|
Over-Allotments and Syndicate Coverage Transactions. The underwriters may create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus up to the amount of the over-allotment option. This is known as a covered short position. The underwriters may also create a short position in our units by selling more of our units than are set forth on the cover page of this prospectus and the units allowed by the over-allotment option. This is known as a naked short position. If the underwriters create a short position during the offering, the representative may engage in syndicate covering transactions by purchasing our units in the open market. The representative may also elect to reduce any short position by exercising all or part of the over-allotment option. Determining what method to use in reducing the short position depends on how the units trade in the aftermarket following the offering. If the unit price drops following the offering, the short position is usually covered with shares purchased by the underwriters in the aftermarket. However, the underwriters may cover a short position by exercising the over-allotment option even if the unit price drops following the offering. If the unit price rises after the offering, then the over-allotment option is used to cover the short position. If the short position is more than the over-allotment option, the naked short must be covered by purchases in the aftermarket, which could be at prices above the offering price. |
|
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. |
|
the purchaser is entitled under applicable provincial securities laws to purchase our securities without the benefit of a prospectus qualified under those securities laws; |
|
where required by law, that the purchaser is purchasing as principal and not as agent; |
|
the purchaser has reviewed the text above under Resale Restrictions; and |
|
the purchaser acknowledges and consents to the provision of specified information concerning its purchase of our securities to the regulatory authority that by law is entitled to collect the information. |
our securities, for rescission against us in the event that this prospectus contains a misrepresentation without regard to whether the purchaser relied on the misrepresentation. The right of action for damages is exercisable not later than the earlier of 180 days from the date the purchaser first had knowledge of the facts giving rise to the cause of action and three years from the date on which payment is made for our securities. The right of action for rescission is exercisable not later than 180 days from the date on which payment is made for our securities. If a purchaser elects to exercise the right of action for rescission, the purchaser will have no right of action for damages against us. In no case will the amount recoverable in any action exceed the price at which our securities were offered to the purchaser and if the purchaser is shown to have purchased the securities with knowledge of the misrepresentation, we will have no liability. In the case of an action for damages, we will not be liable for all or any portion of the damages that are proven to not represent the depreciation in value of our securities as a result of the misrepresentation relied upon. These rights are in addition to, and without derogation from, any other rights or remedies available at law to an Ontario purchaser. The foregoing is a summary of the rights available to an Ontario purchaser. Ontario purchasers should refer to the complete text of the relevant statutory provisions.
(A Company in the Development Stage)
Page |
||||||
---|---|---|---|---|---|---|
Report of
Independent Registered Public Accounting Firm |
F-2 |
|||||
Financial
Statements |
||||||
Balance
Sheets |
F-3 |
|||||
Statements of
Operations |
F-4 |
|||||
Statements of
Changes in Stockholders Equity |
F-5 |
|||||
Statements of
Cash Flows |
F-6 |
|||||
Notes to
Financial Statements |
F-7
F-12 |
New York, NY
August 2, 2013, except for Notes 1, 3, 6 and 7 as to which the date is October 3 , 2013
(A Company In the Development Stage)
June 30, 2013
ASSETS |
||||||
Current
assets Cash |
$ | 77,500 | ||||
Deferred
offering costs associated with initial public offering (Note 4) |
52,500 | |||||
Total
assets |
$ | 130,000 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||
Current
liabilities: |
||||||
Accounts
payable |
$ | 563 | ||||
Deferred
offering costs payable |
40,000 | |||||
Note payable
to stockholder (Note 5) |
65,000 | |||||
Total
liabilities |
105,563 | |||||
Commitments (Note 6) |
||||||
Stockholders equity (Notes 6 & 7) |
||||||
Preferred
stock, $.0001 par value |
||||||
Authorized
1,000,000 shares; none issued |
| |||||
Common
stock, $.0001 par value |
||||||
Authorized
12,500,000 shares, 2,415,000 shares issued and outstanding(1)(2) |
241 | |||||
Additional
paid-in capital |
24,759 | |||||
Deficit
accumulated during the development stage |
(563 | ) | ||||
Total
stockholders equity |
24,437 | |||||
Total
liabilities and stockholders equity |
$ | 130,000 |
(1) |
Share amounts have been retroactively restated to reflect (i) the effect of a stock dividend of 0.2 shares of Class A common stock for each outstanding share of Class A common stock on September 9, 2013 and (ii) the reclassification of the Class A common stock and Class B common stock into one single class of common stock effectuated on October 3, 2013 (see Note 7). |
(2) |
Includes an aggregate of 315,000 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
(A Company In the Development Stage)
For the period April 19, 2013 (Inception) to June 30, 2013
Formation
costs |
$ | 496 | ||||
General and
administrative costs |
67 | |||||
Net loss
|
$ | (563 | ) | |||
Weighted
average shares outstanding(1)(2) |
2,100,000 | |||||
Basic and
diluted net loss per share |
$ | (0.00 | ) |
(1) |
Share amounts have been retroactively restated to reflect (i) the effect of a stock dividend of 0.2 shares of Class A common stock for each outstanding share of Class A common stock on September 9, 2013 and (ii) the reclassification of the Class A common stock and Class B common stock into one single class of common stock effectuated on October 3, 2013 (see Note 7). |
(2) |
Excludes an aggregate of 315,000 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
(A Company In the Development Stage)
For the period April 19, 2013 (Inception) to June 30, 2013
Common Stock |
||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares(1)(2) |
Amount |
Additional Paid-in Capital |
Deficit Accumulated During the Development Stage |
Stockholders Equity |
||||||||||||||||||
Common
shares issued to initial stockholders on June 24, 2013, at approximately $0.01242 per share |
2,415,000 | $ | 241 | $ | 24,759 | $ | | $ | 25,000 | |||||||||||||
Net Loss
|
| | | (563 | ) | (563 | ) | |||||||||||||||
Balance at
June 30, 2013 |
2,415,000 | $ | 241 | $ | 24,759 | $ | (563 | ) | $ | 24,437 |
(1) |
Share amounts have been retroactively restated to reflect (i) the effect of a stock dividend of 0.2 shares of Class A common stock for each outstanding share of Class A common stock on September 9, 2013 and (ii) the reclassification of the Class A common stock and Class B common stock into one single class of common stock effectuated on October 3, 2013 (see Note 7). |
(2) |
Includes an aggregate of 315,000 shares subject to forfeiture by the initial stockholders to the extent that the underwriters over-allotment option is not exercised in full. (Note 7) |
(A Company In the Development Stage)
For the period April 19, 2013 (Inception) to June 30, 2013
Cash flow
from operating activities |
||||||
Net
loss |
$ | (563 | ) | |||
Adjustments
to reconcile net loss to net cash used in operating activities: |
||||||
Change in
operating assets and liabilities: |
||||||
Increase in
accounts payable |
563 | |||||
Net cash
provided by operating activities |
| |||||
Cash flows
from financing activities |
||||||
Proceeds from
sale of shares of common stock to founding stockholders |
25,000 | |||||
Proceeds from
note payable, stockholder |
65,000 | |||||
Deferred
costs associated with initial public offering |
(12,500 | ) | ||||
Net cash
provided by financing activities |
77,500 | |||||
Net
increase in cash |
77,500 | |||||
Cash at
beginning of period |
| |||||
Cash at
end of period |
$ | 77,500 | ||||
Non-cash
Financial Activities |
||||||
Accrual of
deferred offering costs |
$ | 40,000 |
continuing general and administrative expenses. Additionally, the interest earned on the Trust Account balance may be released to the Company to fund working capital requirements as well as for any amounts that are necessary to pay the Companys tax obligations.
$11.75 per unit. The units issuable upon exercise of this option are identical to the units being offered in the Proposed Public Offering. Accordingly, after the Business Combination, the purchase option will be to purchase 462,000 shares of common stock (which includes 42,000 shares to be issued for the Rights included in the units underlying the purchase option) for the same aggregate purchase price. The Company intends to account for the fair value of the unit purchase option, inclusive of the receipt of $100 cash payment, as an expense of the Proposed Public Offering resulting in a charge directly to stockholders equity. The Company estimates that the fair value of this unit purchase option is approximately $1,156,400 (or approximately $2.75 per unit) using a Black-Scholes option-pricing model. The fair value of the unit purchase option to be granted to the underwriter is estimated as of the date of grant using the following assumptions: (1) expected volatility of 35.0%, (2) risk-free interest rate of 1.52% and (3) expected life of five years. The purchase option may be exercised for cash or on a cashless basis, at the holders option, and expires five years from the date of the Proposed Public Offering. The option and underlying securities have been deemed compensation by FINRA and are therefore subject to a 180-day lock-up pursuant to Rule 5110(g)(1) of FINRAs NASD Conduct Rules. Additionally, the option may not be sold, transferred, assigned, pledged or hypothecated for a one-year period (including the foregoing 180-day period) following the date of this prospectus except to any underwriter and selected dealer participating in the offering and their bona fide officers or partners. The option grants to holders demand and piggy back rights for periods of five and seven years, respectively, from the date of the Proposed Public Offering with respect to the registration under the Securities Act of the securities directly and indirectly issuable upon exercise of the option. The Company will bear all fees and expenses attendant to registering the securities, other than underwriting commissions which will be paid for by the holders themselves. The exercise price and securities issuable upon exercise of the option may be adjusted in certain circumstances including in the event of a stock dividend, or the Companys recapitalization, reorganization, merger or consolidation. However, the option will not be adjusted for issuances of common stock at a price below its exercise price.
Public Offering. The holders of the majority of the founding shares are entitled to demand that the Company register these shares at any time commencing three months prior to the first anniversary of the consummation of a Business Combination. The holders of the Insider Units (or underlying shares of common stock) are entitled to demand that the Company register these securities at any time after the Company consummates a Business Combination. In addition, the Initial Stockholders and holders of the Insider Units (or underlying shares of common stock) have certain piggy-back registration rights on registration statements filed after the Companys consummation of a Business Combination.
Initial
Trustees fee |
$ | 500 | (1) | |||
SEC
Registration Fee |
13,176 | |||||
FINRA filing
fee |
14,990 | |||||
Accounting
fees and expenses |
40,000 | |||||
Nasdaq listing
fees |
50,000 | |||||
Printing and
engraving expenses |
55,000 | |||||
Directors
& Officers liability insurance premiums |
75,000 | (2) | ||||
Legal fees and
expenses |
250,000 | |||||
Miscellaneous
|
76,334 | (3) | ||||
Total
|
$ | 575,000 |
(1) |
In addition to the initial acceptance fee that is charged by Continental Stock Transfer & Trust Company, as trustee, the registrant will be required to pay to Continental Stock Transfer & Trust Company $5,500 for acting as trustee, as transfer agent of the registrants shares of common stock and as escrow agent. |
(2) |
This amount represents the approximate amount of director and officer liability insurance premiums the registrant anticipates paying following the consummation of its initial public offering and until it consummates a business combination. |
(3) |
This amount represents additional expenses that may be incurred by the Company in connection with the offering over and above those specifically listed above, including distribution and mailing costs. |
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that the persons conduct was unlawful.
Name |
Number of Shares |
|||||
---|---|---|---|---|---|---|
Eric S.
Rosenfeld |
1,068,750 | |||||
John P.
Schauerman |
15,000 | |||||
Jeffrey M.
Moses |
15,000 | |||||
Margery Kraus
|
15,000 | |||||
DKU 2013,
LLC |
378,750 | |||||
The K2
Principal Fund L.P. |
505,000 | |||||
Joel
Greenblatt |
15,000 |
(a) |
The following exhibits are filed as part of this Registration Statement: |
Exhibit No. |
Description |
|||||
---|---|---|---|---|---|---|
1.1 | Form
of Underwriting Agreement.* |
|||||
1.2 | Merger and Acquisition Agreement.* |
|||||
3.1 | Certificate of Incorporation.** |
|||||
3.2 | Certificate of Amendment of Certificate of Incorporation. |
|||||
3.3 | Bylaws.** |
|||||
3.4 | Form of Amended and Restated Certificate of incorporation. |
|||||
4.1 | Specimen Unit Certificate. |
|||||
4.2 | Specimen Common Stock Certificate. |
|||||
4.3 | Specimen Rights Certificate.* |
|||||
4.4 | Form
of Unit Purchase Option to be issued to EarlyBirdCapital, Inc.* |
|||||
5.1 | Opinion of Graubard Miller.* |
Exhibit No. |
Description | |||||
---|---|---|---|---|---|---|
10.1 | Form
of Letter Agreement among the Registrant, EarlyBirdCapital, Inc. and each of the Registrants Officers, Directors and Sponsors. |
|||||
10.2 | Form
of Investment Management Trust Agreement between Continental Stock Transfer & Trust Company and the Registrant. |
|||||
10.3 | Form
of Escrow Agreement between the Registrant, Continental Stock Transfer & Trust Company and the Initial Stockholders. |
|||||
10.4 | Form
of Letter Agreement between Crescendo Advisors II, LLC and Registrant regarding administrative support. |
|||||
10.5 | Promissory Note issued to Eric S. Rosenfeld.** |
|||||
10.6 | Form
of Registration Rights Agreement among the Registrant and the Sponsors and EarlyBirdCapital, Inc. |
|||||
10.7 | Form
of Subscription Agreements among the Registrant, Graubard Miller and the Purchasers of Private Units. |
|||||
14 | Code
of Ethics. |
|||||
23.1 | Consent of Marcum LLP. |
|||||
23.2 | Consent of Graubard Miller (included in Exhibit 5.1).* |
|||||
24 | Power
of Attorney (included on signature page of this Registration Statement). |
|||||
99.1 | Form
of Audit Committee Charter. |
|||||
99.2 | Form
of Nominating Committee Charter. |
* |
To be filed by amendment. |
** |
Previously filed. |
(a) |
The undersigned registrant hereby undertakes: |
QUARTET MERGER CORP. |
||||||||||
By: |
/s/ Eric S. Rosenfeld |
|||||||||
Name: |
Eric
S. Rosenfeld |
|||||||||
Title |
Chief
Executive Officer |
Name |
Position |
Date |
||||||||
---|---|---|---|---|---|---|---|---|---|---|
/s/ Eric
S. Rosenfeld Eric S. Rosenfeld |
Chairman and
Chief Executive Officer (Principal executive officer) |
October 3, 2013 |
||||||||
/s/ David
D. Sgro David D. Sgro |
Chief Financial
Officer (Principal financial and accounting officer), Secretary and Director |
October 3, 2013 |
||||||||
/s/ John
P. Schauerman John P. Schauerman |
Director |
October 3, 2013 |
||||||||
/s/
Jeffrey M. Moses Jeffrey M. Moses |
Director |
October 3, 2013 |
||||||||
/s/
Margery Kraus Margery Kraus |
Director |
October 3, 2013 |