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EX-5.1 - OPINION OF AKERMAN LLP - NRX Pharmaceuticals, Inc. | brpa_ex51.htm |
As
filed with the U.S. Securities and Exchange Commission on November
17, 2017.
Registration No. 333-220947
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
FORM S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BIG ROCK PARTNERS ACQUISITION CORP.
(Exact name of registrant as specified in its charter)
Delaware
|
|
6770
|
|
82-2844431
|
(State or other jurisdiction ofincorporation or
organization)
|
|
(Primary Standard Industrial Classification Code
Number)
|
|
(I.R.S. EmployerIdentification Number)
|
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
(310) 734-2300
(Address, including zip code, and telephone number, including area
code, of registrant’s principal executive
offices)
Richard Ackerman
Chairman, President and Chief Executive Officer
Big Rock Partners Acquisition Corp.
c/o Big Rock Partners Sponsor, LLC
2645 N. Federal Highway
Suite 230
Delray Beach, Florida 33483
(310) 734-2300
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Michael Francis, Esq.
Christina C. Russo, Esq.
Akerman LLP
Three Brickell City Centre
98 Southeast Seventh Street
Suite 1100
Miami, Florida 33131
(305) 374-5600
(305) 374-5095 — Facsimile
|
|
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) 818-8881 — Facsimile
|
Approximate date of commencement of proposed sale to the
public: As soon as practicable after the effective date
of this registration statement.
If any
of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933 check the following
box. ☐
If this
Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
If this
Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier
effective registration statement for the same
offering. ☐
Indicate
by check mark whether the registrant is a large accelerated filer,
an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of
“large accelerated filer,” “accelerated
filer,” “smaller reporting company” and
“emerging growth company” in Rule 12b-2 of the Exchange
Act. (Check one):
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
Non-accelerated
filer
|
☐
(Do not check if a smaller reporting company)
|
Smaller
reporting company
|
☒
|
|
|
Emerging
growth company
|
☒
|
If an
emerging growth company, indicate by check mark if the registrant
has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities
Act. ☐
CALCULATION OF REGISTRATION FEE
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
|
Units, each
consisting of one share of common stock, $0.001 par value, one
right entitling the holder to receive one-tenth (1/10) of one share
of common stock, and one-half of one warrant
|
|
5,750,000
Units(2)
|
$10.00
|
$57,500,000
|
$7,159
|
Shares of common
stock included as part of the units(3)
|
|
5,750,000
Shares(4)
|
-
|
-
|
(7)
|
Rights included as part of the
units
|
|
5,750,000
Rights
|
-
|
-
|
(7)
|
Warrants included
as part of the units
|
|
2,875,000
Warrants(5)
|
-
|
-
|
(7)
|
Shares of common
stock underlying the rights included as part of the Units
|
|
575,000
Shares
|
-
|
-
|
(7)
|
Representative’s
shares of common stock(3)
|
|
115,000
Shares(6)
|
$10.00
|
$1,150,000
|
$144
|
Units underlying
Representative's Unit Purchase Option (“Representative's
Units")
|
|
500,000
Units
|
$10.00
|
$5,000,000
|
$623
|
Shares of common
stock included as part of the Representative's Units
|
|
500,000
Shares
|
-
|
-
|
(7)
|
Rights included as
part of the Representative's Units
|
|
500,000
Rights
|
-
|
-
|
(7)
|
Warrants included as part of the Representative's
Units
|
|
250,000
Warrants
|
-
|
-
|
(7)
|
Shares of common stock underlying Rights included as
part of the Representative's Units
|
|
50,000 Shares
|
-
|
-
|
(7)
|
Total
|
|
|
|
$63,650,000
|
$ 7,926(8)
|
(1)
Estimated solely for the purpose of calculating
the registration fee.
(2)
Includes 750,000 units, consisting of 750,000
shares of common stock, 750,000 rights and 375,000 warrants
underlying such units, which may be issued upon exercise of a
45-day option granted to the underwriters to cover over-allotments,
if any.
(3)
Pursuant to Rule 416 under the Securities Act,
there are also being registered an indeterminable number of
additional securities as may be issued to prevent dilution
resulting from stock splits, stock dividends or similar
transactions.
(4)
Includes 750,000 shares of common stock which may
be issued upon exercise of a 45-day option granted to the
underwriters to cover over-allotments, if any.
(5)
Includes 375,000 warrants which may be issued upon
exercise of a 45-day option granted to the underwriters to cover
over-allotments, if any.
(6)
Includes 15,000 shares of common stock which may
be issued to the Representative on exercise of a 45-day option
granted to the underwriters to cover over-allotments, if
any.
(7)
Pursuant to Rule 457(g) under the Securities Act,
no additional fee.
(8)
Previously paid.
The registrant hereby amends this registration statement on such
date or dates as may be necessary to delay its effective date until
the registrant shall file a further amendment which specifically
states that this registration statement shall thereafter become
effective in accordance with Section 8(a) of the Securities
Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said
Section 8(a), may determine.
Explanatory
Note
Big
Rock Partners Acquisition Corp. is filing this pre-effective
Amendment No. 2 (this “Amendment No. 2”) to the
Registration Statement on Form S-1 (Registration No. 333-220947)
(the “Registration Statement”) as an exhibit-only
filing. This Amendment No. 2 does not modify any provision of the
prospectus that forms a part of the Registration Statement.
Accordingly, a preliminary prospectus has been
omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and
Distribution.
The estimated
expenses payable by us in connection with the offering described in
this registration statement (other than the underwriting discount
and commissions) will be as follows:
SEC Registration
Fee
|
7,926
|
FINRA filing
fee
|
10,048
|
Accounting fees and
expenses
|
37,500
|
Nasdaq listing
fees
|
50,000
|
Printing and
engraving expenses
|
35,000
|
Legal fees and
expenses
|
250,000
|
Miscellaneous
|
109,526(1)
|
Total
|
$500,000
|
(1)
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.
Item 14. Indemnification of Directors and
Officers.
Our certificate of
incorporation provides that all directors, officers, employees and
agents of the registrant shall be entitled to be indemnified by us
to the fullest extent permitted by Section 145 of the Delaware
General Corporation Law.
Section 145 of
the Delaware General Corporation Law concerning indemnification of
officers, directors, employees and agents is set forth
below.
“Section 145.
Indemnification of officers, directors, employees and agents;
insurance.
(a) A corporation shall
have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the corporation) by reason of the fact that the person is
or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise, against
expenses (including attorneys’ fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by the
person in connection with such action, suit or proceeding if the
person acted in good faith and in a manner 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 no reasonable cause to believe the person’s
conduct was unlawful. The termination of any action, suit or
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, has reasonable cause to
believe that the person’s conduct was unlawful.
(b) A corporation shall
have power to indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that the
person is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against
expenses (including attorneys’ fees) actually and reasonably
incurred by the person in connection with the defense or settlement
of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to
the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or
matter as to which such person shall have been adjudged to be
liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such action or suit was
brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to
indemnity for such expenses which the Court of Chancery or such
other court shall deem proper.
II-1
(c) To the extent that
a present or former director or officer of a corporation has been
successful on the merits or otherwise in defense of any action,
suit or proceeding referred to in subsections (a) and
(b) of this section, or in defense of any claim, issue or
matter therein, such person shall be indemnified against expenses
(including attorneys’ fees) actually and reasonably incurred
by such person in connection therewith.
(d) Any indemnification
under subsections (a) and (b) of this section (unless
ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that
indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person
has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be
made, with respect to a person who is a director or officer at the
time of such determination, (1) by a majority vote of the
directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) by a committee of such
directors designated by majority vote of such directors, even
though less than a quorum, or (3) if there are no such
directors, or if such directors so direct, by independent legal
counsel in a written opinion, or (4) by the
stockholders.
(e) Expenses (including
attorneys’ fees) incurred by an officer or director in
defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in
advance of the final disposition of such action, suit or proceeding
upon receipt of an undertaking by or on behalf of such director or
officer to repay such amount if it shall ultimately be determined
that such person is not entitled to be indemnified by the
corporation as authorized in this section. Such expenses (including
attorneys’ fees) incurred by former directors and officers or
other employees and agents may be so paid upon such term s and
conditions, if any, as the corporation deems
appropriate.
(f) The indemnification
and advancement of expenses provided by, or granted pursuant to,
the other subsections of this section shall not be deemed exclusive
of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement,
vote of stockholders or disinterested directors or otherwise, both
as to action in such person’s official capacity and as to
action in another capacity while holding such office.
(g) A corporation shall
have power to purchase and maintain insurance on behalf of any
person who is or was director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any
liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person’s status
as such, whether or not the corporation would have the power to
indemnify such person against such liability under this
section.
(h) For purposes of
this section, references to “the corporation” shall
include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed
in a consolidation or merger which, if its separate existence had
continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that any person
who is or was a director, officer, employee or agent of such
constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or
other enterprise, shall stand in the same position under this
section with respect to the resulting or surviving corporation as
such person would have with respect to such constituent corporation
if its separate existence had continued.
(i) For purposes of
this section, references to “other enterprises” shall
include employee benefit plans; references to “fines”
shall include any excise taxes assessed on a person with respect to
any employee benefit plan; and references to “serving at the
request of the corporation” shall include any service as a
director, officer, employee or agent of the corporation which
imposes duties on, or involves services by, such director, officer,
employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith
and in a manner such person reasonably believed to be in the
interest of the participants and beneficiaries of an employee
benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the corporation” as referred
to in this section.
(j) The indemnification
and advancement of expenses provided by, or granted pursuant to,
this section shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a director,
officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
(k) The Court of
Chancery is hereby vested with exclusive jurisdiction to hear and
determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw,
agreement, vote of stockholders or disinterested directors, or
otherwise. The Court of Chancery may summarily determine a
corporation’s obligation to advance expenses (including
attorney’s fees).”
Insofar as
indemnification for liabilities arising under the Securities Act
may be permitted to our directors, officers, and controlling
persons pursuant to the foregoing provisions, or otherwise, we have
been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is,
therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment of
expenses incurred or paid by a director, officer or controlling
person in a successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in
connection with the securities being registered, we will, unless in
the opinion of its counsel the matter has been settled by
controlling precedent, submit to the court of appropriate
jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will
be governed by the final adjudication of such issue.
II-2
Section 8.2(a) of
our amended and restated certificate of incorporation
provides:
“To the
fullest extent permitted by applicable law, as the same exists or
may hereafter be amended, the Corporation shall indemnify and hold
harmless each person who is or was made a party or is threatened to
be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a “proceeding”) by reason of the
fact that he or she is or was a director or officer of the
Corporation or, while a director or officer of the Corporation, is
or was serving at the request of the Corporation as a director,
officer, employee or agent of another corporation or of a
partnership, joint venture, trust, other enterprise or nonprofit
entity, including service with respect to an employee benefit plan
(an “indemnitee”), whether the basis
of such proceeding is alleged action in an official capacity as a
director, officer, employee or agent, or in any other capacity
while serving as a director, officer, employee or agent, against
all liability and loss suffered and expenses (including, without
limitation, attorneys’ fees, judgments, fines, ERISA excise
taxes and penalties and amounts paid in settlement) reasonably
incurred by such indemnitee in connection with such proceeding. The
Corporation shall to the fullest extent not prohibited by
applicable law pay the expenses (including attorneys’ fees)
incurred by an indemnitee in defending or otherwise participating
in any proceeding in advance of its final disposition; provided,
however,
that, to the extent required by applicable law, such payment of
expenses in advance of the final disposition of the proceeding
shall be made only upon receipt of an undertaking, by or on behalf
of the indemnitee, to repay all amounts so advanced if it shall
ultimately be determined that the indemnitee is not entitled to be
indemnified under this Section 8.2 or otherwise.
The rights to indemnification and advancement of expenses conferred
by this Section 8.2
shall be contract rights and such rights shall continue as to an
indemnitee who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of his or her heirs, executors
and administrators. Notwithstanding the foregoing provisions of
this Section 8.2(a), except for
proceedings to enforce rights to indemnification and advancement of
expenses, the Corporation shall indemnify and advance expenses to
an indemnitee in connection with a proceeding (or part thereof)
initiated by such indemnitee only if such proceeding (or part
thereof) was authorized by the Board.”
Pursuant to the
Underwriting Agreement filed as Exhibit 1.1 to this Registration
Statement, we have agreed to indemnify the underwriters and the
underwriters have agreed to indemnify us against certain civil
liabilities that may be incurred in connection with this offering,
including certain liabilities under the Securities
Act.
Item 15. Recent Sales of Unregistered Securities.
(a)
During the past
three years, we sold the following shares of common stock without
registration under the Securities Act:
Stockholder
|
Number of
Shares
|
Big Rock Partners
Sponsor, LLC
|
1,437,500
|
These shares were
issued on September 26, 2017 pursuant to the exemption from
registration contained in Section 4(a)(2) of the Securities
Act as the shares were sold to accredited investors. The shares
issued were sold for an aggregate offering price of $25,000 at an
average purchase price of approximately $0.017 per
share.
Our sponsor has
also committed to purchase from us 225,000 private placement units
at $10.00 per unit (for an aggregate purchase price of $2,250,000).
These purchases will take place on a private placement basis
simultaneously with the consummation of our initial public
offering. Our sponsor has also committed to purchase up to a
maximum of 18,750 additional private placement units in proportion
to the amount of the underwriters’ over-allotment option that
is exercised. These issuances will be made pursuant to the
exemption from registration contained in Section 4(a)(2) of
the Securities Act.
No underwriting
discounts or commissions were paid with respect to such
sales.
II-3
Item 16. Exhibits and Financial Statement
Schedules.
(a) The
following exhibits are filed as part of this Registration
Statement:
Exhibit
No.
|
|
|
Description
|
|
|
Form of
Underwriting Agreement.**
|
|
|
|
Letter
Agreement between the Registrant and
EarlyBirdCapital.**
|
|
|
|
Certificate
of Incorporation.**
|
|
|
|
Form of
Amended and Restated Certificate of
Incorporation.**
|
|
|
|
By-laws.**
|
|
|
|
Form of
Amended and Restated By-laws.**
|
|
|
|
Specimen
Unit Certificate.**
|
|
|
|
Specimen
Common Stock Certificate.**
|
|
|
|
Specimen
Right Certificate **
|
|
|
|
Specimen
Warrant Certificate.**
|
|
|
|
Form of
Right Agreement between Continental Stock Transfer & Trust
Company and Registrant**
|
|
|
|
Form of
Warrant Agreement between Continental Stock Transfer & Trust
Company and the Registrant.**
|
|
|
|
Form of
Unit Purchase Option. **
|
|
|
|
Opinion
of Akerman LLP.*
|
|
|
|
Form of
Letter Agreement for the Registrant’s
sponsor.**
|
|
|
|
Form of
Letter Agreement for each of the Registrant’s other officers
and directors.**
|
|
|
|
Form of
Letter Agreement for A/Z Property Partners,
LLC.**
|
|
|
|
Form of
Investment Management Trust Agreement between Continental Stock
Transfer & Trust Company and the
Registrant.**
|
|
|
|
Form of
Stock Escrow Agreement between the Registrant, Continental Stock
Transfer & Trust Company and the Initial
Stockholder.**
|
|
|
|
Form of
Registration Rights Agreement among the Registrant and the Initial
Stockholder.**
|
|
|
|
Form of
Administrative Services Agreement.**
|
|
|
|
Securities
Subscription Agreement, dated September 26, 2017, between the
Registrant and Big Rock Partners Sponsor,
LLC.**
|
|
|
|
Promissory
Note, dated as of September 26, 2017, in favor of Richard
Ackerman.**
|
|
|
|
Promissory
Note, dated as of September 26, 2017, in favor of Big Rock Partners
Sponsor, LLC**
|
|
|
|
Form of
Indemnification Agreement for officers, directors and special
advisors.**
|
|
|
|
Form of
Code of Ethics.**
|
|
|
|
Consent
of Marcum LLP.**
|
|
23.2
|
|
|
Consent
of Akerman, LLP (included in Exhibit 5.1).*
|
24
|
|
|
Power
of Attorney (included on signature page of this Registration
Statement).**
|
|
|
Consent
of Richard Birdoff **
|
|
|
|
Consent
of Michael Fong.**
|
|
|
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Consent
of Stuart Koenig **
|
|
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|
Consent
of Albert G. Rex.**
|
|
|
|
Consent
of Troy T. Taylor.**
|
|
|
|
Form of
Audit Committee Charter.**
|
|
|
|
Form of
Compensation Committee Charter.**
|
|
|
|
Form of
Nominating Committee Charter.**
|
*
Filed
herewith.
**
Previously
Filed.
Item 17. Undertakings.
(a) The
undersigned registrant hereby undertakes:
To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration
statement:
i.
To include any
prospectus required by Section 10(a)(3) of the Securities Act
of 1933;
II-4
ii.
To reflect in the
prospectus any facts or events arising after the effective date of
the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase
or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in
the effective registration statement;
iii.
To include any
material information with respect to the plan of distribution not
previously disclosed in the registration statement or any material
change to such information in the registration
statement.
That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at
that time shall be deemed to be the initial bona fide offering
thereof.
To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
That for the purpose of determining any liability under the
Securities Act of 1933 in a primary offering of securities of the
undersigned registrant pursuant to this registration statement,
regardless of the underwriting method used to sell the securities
to the purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will
be considered to offer or sell such securities to such
purchaser:
i.
Any preliminary
prospectus or prospectus of the undersigned registrant relating to
the offering required to be filed pursuant to Rule
424;
ii.
Any free writing
prospectus relating to the offering prepared by or on behalf of the
undersigned registrant or used or referred to by the undersigned
registrant;
iii.
The portion of any
other free writing prospectus relating to the offering containing
material information about the undersigned registrant or its
securities provided by or on behalf of the undersigned registrant;
and
iv.
Any other
communication that is an offer in the offering made by the
undersigned registrant to the purchaser.
(b)
The undersigned
hereby undertakes to provide to the underwriter at the closing
specified in the underwriting agreements, certificates in such
denominations and registered in such names as required by the
underwriter to permit prompt delivery to each
purchaser.
(c)
Insofar as
indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling
persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant
of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its
counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in
the Act and will be governed by the final adjudication of such
issue.
(d)
The undersigned
registrant hereby undertakes that:
For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed
as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the
Securities Act shall be deemed to be part of this registration
statement as of the time it was declared effective.
For the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
II-5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
Delray Beach, Florida, on the 17th
day of November,
2017.
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BIG
ROCK PARTNERS ACQUISITION CORP.
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By:
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/s/ Richard
Ackerman
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Richard
Ackerman
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Chairman, President
and Chief Executive Officer
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Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in
the capacities and on the dates indicated.
Name
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Position
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Date
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/s/ Richard Ackerman |
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Chairman,
President and Chief Executive Officer (Principal Executive
Officer)
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November
17, 2017
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Richard
Ackerman
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/s/ Lori B. Wittman |
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Chief
Financial Officer and Director (Principal Financial and Accounting
Officer)
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November
17, 2017
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Lori
B. Wittman
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II-6