| February | | | By Order of the Board of Directors | |
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| | | | /s/ Rahul Nayar Chief Executive Officer | |
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| Q. Why am I receiving this proxy statement? | | | A. This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting in lieu of the 2020 annual general meeting of shareholders to be held on Tenzing is a blank check company formed in March 2018 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, exchangeable share transaction or other similar business transaction with one or more operating businesses or assets. On August 23, 2018, we consummated our IPO of 5,500,000 units at a price of $10.00 per unit, generating gross proceeds of $55,000,000. Simultaneously with the closing of the IPO, we consummated the private sale of 323,750 units (the “private placement units”) to our sponsor and the underwriter of our IPO at a price of $10.00 per unit, generating gross proceeds of $3,237,500. On August 30, 2018, in connection with the underwriters’ election to fully exercise their over-allotment option, we consummated the sale of an additional 825,000 units and the sale of an additional 35,063 private placement units, generating total gross proceeds of $8,600,630. A total of $64,515,000 was placed in the trust account. Like most blank check companies, our Amended and Restated Memorandum and Articles of Association provides for the return of the IPO proceeds held in trust to the public shareholders if there is no qualifying business combination(s) consummated on or before a certain date. The Board believes that it is in the best interests of the shareholders to continue Tenzing’s existence until the Extended Date in order to allow Tenzing more time to complete the business combination or another initial business combination. In addition, we are proposing the election of three directors to the Board to serve as Class I directors of the Company. | |
| Q. What is being voted on? | | | A. You are being asked to vote on: | |
| | | | • a proposal to amend Tenzing’s Amended and Restated Memorandum and Articles of Association to extend the date by which Tenzing must consummate a business combination from February 23, 2020 to | |
| | | | in Annex A of the accompanying proxy statement (the “Extension Proposal”); | |
| | | | • a proposal to elect each of Messrs. William I. Campbell and Vikas Thapar and Ms. Nina Shapiro as Class I directors of the Company (the “Director Proposal”); and | |
| | | | • a proposal to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal or the Director Proposal. | |
| | | | The Extension Proposal is essential to the overall implementation of our Board’s plan to extend the date by which we have to complete a business combination. Approval of the Extension Proposal is a condition to the implementation of the Extension. | |
| | | | You are also being asked to direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal or the Director Proposal. | |
| Q. Why is the Company proposing the Extension Proposal? | | | A. Tenzing’s Amended and Restated Memorandum and Articles of Association provides for the return of the IPO proceeds held in trust to public shareholders if there is no qualifying business combination(s) consummated on or before February 23, 2020. | |
| | | | While Tenzing is currently in discussions with respect to business combination opportunities, Tenzing has not yet executed a definitive agreement for a business combination. Tenzing currently anticipates entering into such an agreement with one of its prospective targets, but does not expect be able to consummate such a business combination by February 23, 2020. | |
| | | | Because Tenzing may not be able to conclude a business combination within the permitted time period, Tenzing has determined to seek shareholder approval to extend the date by which Tenzing must complete a business combination. | |
| Q. Why should I vote for the Extension Proposal? | | | A. The Board believes that given Tenzing’s expenditure of time, effort and money on finding a business combination, circumstances warrant providing public shareholders an opportunity to consider a business combination to date. Accordingly, our Board is proposing the Extension Proposal to extend the date by which Tenzing must complete a business combination until the Extended Date and to allow for the Election. | |
| | | | Tenzing’s Amended and Restated Memorandum and Articles of Association require the affirmative vote of the holders of at least 65% of the Company’s ordinary shares which are present (in person or by proxy) and which vote at the special meeting in order to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond | |
| | | | February 23, 2020, except in connection with, and effective upon consummation of, a business combination. Additionally, Tenzing’s Amended and Restated Memorandum and Articles of Association and Trust Agreement require that all public shareholders have an |
opportunity to redeem their public shares in the case Tenzing’s corporate existence is extended as described above. We believe that these Amended and Restated Memorandum and Articles of Association provisions were included to protect Tenzing shareholders from having to sustain their investments for an unreasonably long period if Tenzing failed to find a suitable business combination in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. We also believe, however, that given Tenzing’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether a potential business combination with one or more of such targets is an attractive investment with an opportunity to consider such transaction, inasmuch as Tenzing is also affording shareholders who wish to redeem their public shares the opportunity to do so, as required under its Amended and Restated Memorandum and Articles of Association. Accordingly, we believe the Extension is consistent with Tenzing’s Amended and Restated Memorandum and Articles of Association and IPO prospectus. | | ||||
| Q. How does the Board recommend that I vote on the Director Proposal? | | | A. The Board recommends that you vote “FOR” each of Dr. William I. Campbell, Mr. Vikas Thapar and Ms. Nina Shapiro to serve as Class I directors of the Company. | |
| Q. How do the Tenzing insiders intend to vote their shares? | | | A. All of Tenzing’s directors, executive officers, initial shareholders and their respective affiliates are expected to vote any ordinary shares over which they have voting control (including any public shares owned by them) in favor of the Extension Proposal, the Adjournment Proposal and the election of each of Dr. William I. Campbell, Mr. Vikas Thapar and Ms. Nina Shapiro to serve as Class I directors of the Company. | |
| | | | Tenzing’s directors, executive officers, initial shareholders and their respective affiliates are not entitled to redeem the founder shares. Public shares purchased on the open market by Tenzing’s directors, executive officers and their respective affiliates may be redeemed. On the record date, Tenzing’s directors, executive officers, initial shareholders and their affiliates beneficially owned and were entitled to vote 1,924,250 founder shares, representing approximately | |
| | | | Tenzing’s directors, executive officers, initial shareholders and their affiliates may choose to buy public shares in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares | |
| | | | from shareholders who would otherwise have voted against the Extension Proposal. Any public shares held by or subsequently purchased by affiliates of Tenzing may be voted in favor of the Extension Proposal. | |
| Q. What amount will holders receive upon consummation of a subsequent business combination or liquidation if the Extension Proposal is approved? | | | A. If the Extension Proposal is approved, our sponsor, or its designees, has agreed to contribute to us as a loan (i) | |
| Q. What vote is required to adopt the Extension Proposal? | | | A. Pursuant to Tenzing’s Memorandum and Articles of Association, approval of the Extension Proposal will require the affirmative vote of at least 65% of the Company’s ordinary shares entitled to vote which are present (in person or by proxy) at the special meeting and | |
| | | | which vote on the Extension Proposal will be required to approve the Extension Proposal. Abstentions will have no effect with respect to approval of this proposal. | |
| Q. What vote is required to approve the Director Proposal and the Adjournment Proposal? | | | A. The affirmative vote of a majority of the Company’s ordinary shares entitled to vote and which are present (in person or by proxy) at the special meeting and which voted on the Director Proposal will be required to elect each of the three nominees as directors. Abstentions will have no effect with respect to approval of this proposal. | |
| | | | The affirmative vote of a majority of the Company’s ordinary shares entitled to vote and which are present (in person or by proxy) at the special meeting and which voted will be required to direct the chairman to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal or the Director Proposal. Abstentions will have no effect with respect to approval of this proposal. | |
| | | | If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. Discretionary items are proposals considered routine under the rules of the New York Stock Exchange applicable to member brokerage firms. These rules provide that for routine matters your broker has the discretion to vote shares held in street name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions, the shares will be treated as broker non-votes. We believe that each of the proposals are “non-discretionary” items. | |
| Q. What if I don’t want to vote for the Extension Proposal? | | | A. If you do not want the Extension Proposal to be approved, you should vote against the Extension Proposal. If the Extension Proposal is approved, and the Extension is implemented, and you have exercised your redemption rights then the Withdrawal Amount will be withdrawn from the trust account and paid to you and the other redeeming public shareholders. | |
| Q. Will you seek any further extensions to liquidate the trust account? | | | A. Other than the extension until the Extended Date as described in this proxy statement, Tenzing does not anticipate, but is not prohibited from, seeking the requisite shareholder consent to any further extension to consummate a business combination. Tenzing has provided that all holders of public shares, whether they vote for or against the Extension Proposal, may elect to redeem their public shares into their pro rata portion of the trust account and should receive the funds shortly after the special meeting. Those holders of public shares who elect not to redeem their shares now shall retain redemption rights with respect to the initial business combinations, or, if no future business combination is brought to a vote of the shareholders or if a business combination is not completed for any | |
| | | | reason, such holders shall be entitled to the pro rata portion of the trust account on the Extended Date upon a liquidation of the Company. | |
| Q. What happens if the Extension Proposal is not approved? | | | A. If the Extension Proposal is not approved and we have not consummated a business combination by February 23, 2020, or if the Extension Proposal is approved and we have not consummated a business combination by the Extended Date, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but no more than five (5) Business Days thereafter, subject to lawfully available funds therefor, redeem 100% of the outstanding public shares, at a per-share price, payable in cash, equal to the amount then on deposit in the trust account, including interest earned thereon not previously released to us for the payment of taxes (less up to $50,000 of interest to pay liquidation expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and the Board, dissolve and liquidate, subject (in the case of (b) and (c) above) to our obligations to provide for claims of creditors and the requirements of other applicable law. | |
| | | | The initial shareholders have waived their rights to participate in any liquidation distribution with respect to their founder shares or the ordinary shares included in the private placement units. There will be no distribution from the trust account with respect to our warrants, which will expire worthless in the event we wind up. | |
| Q. If the Extension Proposal is approved, what happens next? | | | A. If the Extension Proposal is approved, the Company has until the Extended Date to complete its initial business combination. | |
| If the Extension Proposal is approved, we will, pursuant to that certain Investment Management Trust Agreement (the “Trust Agreement”) between us and Continental Stock Transfer & Trust Company, remove the Withdrawal Amount from the trust account, deliver to the holders of redeemed public shares their portion of the Withdrawal Amount and retain the remainder of the funds in the trust account for our use in connection with consummating a business combination on or before the Extended Date. | | |||
| | | | We will not implement the Extension if we would not have at least $5,000,001 of net tangible assets following approval of the Extension Proposal, after taking into account the Election. | |
| | | | If the Extension Proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account following the Election. We cannot predict the amount that will remain in the trust account if the Extension Proposal is approved and the amount remaining in the trust account may be only a small fraction of the approximately $66.3 million that was in the trust account as of November 30, 2019. In such event, we may need to obtain additional funds to | |
| | | | complete an initial business combination, and there can be no assurance that such funds will be available on terms acceptable to the parties or at all. | |
| | | | The Company will remain a reporting company under the Securities Exchange Act of 1934 (the “Exchange Act”) and its units, ordinary shares and warrants will remain publicly traded. | |
| | | | If the Extension Proposal is approved and public shareholders elect to redeem their public shares, the removal of the Withdrawal Amount from the trust account will reduce the amount remaining in the trust account and increase the percentage interest of Tenzing’s ordinary shares held by Tenzing’s officers, directors, initial shareholders and their affiliates. | |
| Q. Who bears the cost of soliciting proxies? | | | A. The Company will bear the cost of soliciting proxies and will reimburse brokerage firms and others for expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations by mail, the Company, through their respective directors and officers, may solicit proxies in person, by telephone or by electronic means. Such directors and officers will not receive any special remuneration for these efforts. We have retained Advantage Proxy, Inc. (“Advantage Proxy”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at | |
| Q. How do I change my vote? | | | A. If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to Tenzing’s Secretary prior to the date of the special meeting or by voting in person at the special meeting. Attendance at the special meeting alone will not change your vote. You also may revoke your proxy by sending a notice of revocation to Tenzing located at 250 West 55th Street, New York, NY 10019, Attn: Secretary. | |
| Q. If my shares are held in “street name,” will my broker automatically vote them for me? | | | A. No. If you do not give instructions to your broker, your broker can vote your shares with respect to “discretionary” items, but not with respect to “non-discretionary” items. We believe that each of the proposals are “non-discretionary” items. | |
| | | | Your broker can vote your shares with respect to “non-discretionary items” only if you provide instructions on how to vote. You should instruct your broker to vote your shares. Your broker can tell you how to provide these instructions. If you do not give your broker instructions, your shares will be treated as broker non-votes with respect to all proposals and will have the effect of a vote “AGAINST”. | |
| Q. What is a quorum requirement? | | | A. A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present for the special meeting if there are present in person or by proxy not less than 50% of the Company’s ordinary shares present at the meeting in person or by proxy. | |
| | | | Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the special meeting in person. Abstentions will be counted towards the quorum |
requirement. If there is no quorum, the chairman of the special meeting may adjourn the special meeting to another date. | | ||||
| Q. Who can vote at the special meeting? | | | A. Only holders of record of Tenzing’s ordinary shares at the close of business on | |
| | | | Shareholder of Record: Shares Registered in Your Name. If on the record date your shares were registered directly in your name with Tenzing’s transfer agent, Continental Stock Transfer & Trust Company, then you are a shareholder of record. As a shareholder of record, you may vote in person at the special meeting or vote by proxy. Whether or not you plan to attend the special meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is counted. | |
| | | | Beneficial Owner: Shares Registered in the Name of a Broker or Bank. If on the record date your shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent. | |
| Q. Does the Board recommend voting for the approval of the Extension Proposal and the Director Proposal? | | | A. Yes. After careful consideration of the terms and conditions of these proposals, the Board has determined that the Extension Proposal and the Director Proposal are fair to and in the best interests of Tenzing and its shareholders. The Board recommends that Tenzing’s shareholders vote “FOR” the Extension Proposal, “FOR” each director nominee and “FOR” the Adjournment Proposal. | |
| Q. What interests do the Company’s current and former directors and officers have in the approval of the proposals? | | | A. Tenzing’s current and former directors, officers, initial shareholders and their affiliates have interests in the proposals that may be different from, or in addition to, your interests as a shareholder. These interests include ownership of certain securities of the Company. See the section entitled “The Extension Proposal — Interests of Tenzing’s Current and Former Directors and Officers.” | |
| Q. What happens to the Tenzing warrants if the Extension Proposal is not approved? | | | A. If the Extension Proposal is not approved, we will automatically wind up, liquidate and dissolve effective starting on February 23, 2020. In such event, your warrants will become worthless. | |
| Q. What happens to the Tenzing warrants if the Extension Proposal is approved? | | | A. If the Extension Proposal is approved, Tenzing will continue to attempt to consummate an initial business combination with potential targets until the Extended Date, and will retain the blank check company restrictions previously applicable to it. The warrants will remain outstanding in accordance with their terms. | |
| Q. What do I need to do now? | | | A. Tenzing urges you to read carefully and consider the information contained in this proxy statement, including the annex, and the Annual Report on Form 10-K and to consider how the proposals will affect you as a Tenzing shareholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement and on the enclosed proxy card. | |
| Q. How do I vote? | | | A. If you are a holder of record of Tenzing public shares, you may vote in person at the special meeting or by submitting a proxy for the special meeting. Whether or not you plan to attend the special meeting in person, we urge you to vote by proxy to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy card in the accompanying pre-addressed postage paid envelope. You may still attend the special meeting and vote in person if you have already voted by proxy. | |
| | | | If your shares of Tenzing are held in “street name” by a broker or other agent, you have the right to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the special meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the special meeting unless you request and obtain a valid proxy from your broker or other agent. | |
| Q. How do I exercise my redemption rights? | | | A. If the Extension is implemented, each public shareholder may seek to redeem such shareholder’s public shares for its pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any shareholder vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended Date. | |
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In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, One State Street Plaza, 30th Floor, New York, New York 10004-1561, Attn: Mark Zimkind, mzimkind@continentalstock.com, at least two business days prior to the special meeting or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. | | ||||
| | | | Certificates that have not been tendered in accordance with these procedures at least two business days prior to the special meeting will not be redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to the special | |
| | | | meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. | |
| Q. What should I do if I receive more than one set of voting materials? | | | A. You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast a vote with respect to all of your Tenzing shares. | |
| Q. Who can help answer my questions? | | | A. If you have questions about the proposals or if you need additional copies of the proxy statement or the enclosed proxy card you should contact: | |
| | | | Tenzing Acquisition Corp. 250 West 55th Street New York, New York 10019 Attn: Rahul Nayar Telephone: (212) 710-5220 | |
| | | | or: | |
| | | | Advantage Proxy, Inc. P.O. Box 13581 Des Moines, WA 98198 Attn: Karen Smith Toll Free: (877) 870-8565 Collect: (206) 870-8565 | |
| | | | You may also obtain additional information about the Company from documents filed with the SEC by following the instructions in the section entitled “Where You Can Find More Information.” | |
Name | | | Age | | | Position | |
Parag Saxena(1) | | | 63 | | | Chairman of the Board | |
Rahul Nayar(1) | | | 50 | | | Chief Executive Officer and Director | |
Gonzalo Cordova | | | 63 | | | Chief Financial Officer | |
Atanuu Agarrwal | | | 29 | | | Vice President | |
William Campbell(2) | | | 74 | | | Director | |
Nina Shapiro(2) | | | 70 | | | Director | |
Vikas Thapar(2) | | | 69 | | | Director | |
Name and Address of Beneficial Owner(1) | | | Amount and Nature of Beneficial Ownership | | | Approximate Percentage of Outstanding Shares of Common Stock | | ||||||
Tenzing LLC(2)(3) | | | | | 1,581,250 | | | | | | 19.1% | | |
Rahul Nayar(2)(3) | | | | | 1,581,250 | | | | | | 19.1% | | |
Parag Saxena(2)(3) | | | | | 1,581,250 | | | | | | 19.1% | | |
Gonzalo Cordova(4) | | | | | — | | | | | | — | | |
Atanuu Agarrwal(4) | | | | | — | | | | | | — | | |
William I. Campbell(4) | | | | | — | | | | | | — | | |
Nina Shapiro(4) | | | | | — | | | | | | — | | |
Vika Thapar(4) | | | | | — | | | | | | — | | |
All directors and officers as a group | | | | | 1,581,250 | | | | | | 19.1% | | |
Weiss Asset Management LP(5) | | | | | 609,898 | | | | | | 7.38% | | |
| Proposal 1 — Extension Proposal Amend Tenzing’s Amended and Restated Memorandum and Articles of Association to extend the date that Tenzing must consummate a business combination to May 26, 2020 (or June 26, 2020 if the Company has executed a definitive agreement for a business combination by May 26, 2020), | | | FOR | | | AGAINST | | | ABSTAIN | |
| ☐ | | | ☐ | | | ☐ | | |||
| Proposal 2 — Director Proposal To elect each of Messrs. William I. Campbell, Vikas Thapar and Nina Shapiro as Class I directors of the Company. | | | FOR ALL | | | AGAINST ALL | | | FOR ALL EXCEPT* | |
| ☐ | | | ☐ | | | ☐ | | |||
| | | | * Instruction: To withhold authority to vote for any individual nominee, mark the “For all Except” box above and write that nominee’s name on the line provided below. | |
| Proposal 3 — Adjournment of the Meeting To direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Extension Proposal. | | | FOR | | | AGAINST | | | ABSTAIN | |
| ☐ | | | ☐ | | | ☐ | |
| Dated: | | | , 2020 | |
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| Shareholder’s Signature | | |||
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| Shareholder’s Signature | |