The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED SEPTEMBER 7, 2011
PRELIMINARY PROSPECTUS
Hyde Park Acquisition Corp. II
$100,000,000
10,000,000 Units
Hyde Park Acquisition Corp. II is a blank check company formed for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination, which we refer to throughout this prospectus as our initial business combination, with one or more businesses or entities, which we refer to throughout this prospectus as a target business. Our efforts to identify an initial business combination will not be limited to a particular industry or geographic region, although we intend to focus on companies in the United States operating in various industries including infrastructure, logistics and distribution and manufacturing. We do not have any specific business combination under consideration and we have not (nor has anyone on our behalf), directly or indirectly, contacted any prospective target business or had any discussions, formal or otherwise, with respect to such a transaction. If we are unable to consummate our initial business combination within 24 months from the date of this prospectus, we will redeem 100% of the public shares for a pro rata portion of the trust account described below.
This is an initial public offering of our securities. We are offering 10,000,000 units at an offering price of $10.00 and consisting of one share of common stock and one warrant. Each warrant entitles the holder to purchase one share of common stock at a price of $11.50. Each warrant will become exercisable on the later of 30 days after the completion of our initial business combination and 12 months from the closing of this offering and will expire five years after the completion of our initial business combination, or earlier upon redemption or liquidation, as described in this prospectus. We have also granted the underwriters a 45-day option to purchase up to an additional 1,500,000 units to cover over-allotments, if any.
We will either (1) seek stockholder approval of our 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, into their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), or (2) provide our stockholders with the opportunity to sell their shares to us by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount equal to their pro rata share of the aggregate amount then on deposit in the trust account (net of taxes payable), in each case subject to the limitations described herein. The decision as to whether we will seek stockholder approval of our proposed business combination or allow stockholders to sell their shares to us in a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would otherwise require us to seek stockholder approval. Unlike other blank check companies which require stockholder votes and conduct proxy solicitations in conjunction with their initial business combinations and related conversions of public shares for cash upon consummation of such initial business combinations even when a vote is not required by law, we will have the flexibility to avoid such stockholder vote and allow our stockholders to sell their shares pursuant to the tender offer rules of the Securities and Exchange Commission, or SEC. In that case, we will file tender offer documents with the SEC which will contain substantially the same financial and other information about the initial business combination as is required under the SEC’s proxy rules. We will consummate our initial business combination only if we have net tangible assets of at least $5,000,001 upon such consummation and, solely if we seek stockholder approval, a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
Our initial stockholders have committed to purchase from us an aggregate of 5,000,000 warrants, or “sponsors’ warrants,” at a price of $0.75 per warrant (for a total purchase price of $3,750,000) in a private placement that will occur simultaneously with the consummation of this offering.
There is presently no public market for our units, shares of common stock or warrants. It is anticipated that our units will be quoted on the OTC Bulletin Board quotation system, or the OTCBB, under the symbol “_____” on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 45th day following the date of this prospectus unless Deutsche Bank Securities Inc. informs us of its decision to allow earlier separate trading, subject to our filing a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering and issuing a press release announcing when such separate trading will begin. Once the securities comprising the units begin separate trading, the common stock and warrants will be quoted on the OTCBB under the symbols “____” and “_____,” respectively.
Investing in our securities involves a high degree of risk. See “Risk Factors” beginning on page 22 of this prospectus for a discussion of information that should be considered in connection with an investment in our securities.
Neither the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
| | | | | | |
| | Price to Public | | Underwriting Discounts and Commissions(1) | | Proceeds, Before Expenses, to us |
Per Unit | | $ | 10.00 | | | $ | 0.50 | | | $ | 9.50 | |
Total | | $ | 100,000,000 | | | $ | 5,000,000 | | | $ | 95,000,000 | |
| (1) | Includes $0.25 per unit, or $2,500,000 in the aggregate, or $2,875,000 in the aggregate if the underwriters’ over-allotment option is exercised in full, payable to the underwriters for deferred underwriting discounts and commissions (which we refer to throughout this prospectus as the “deferred commissions”) to be placed in the trust account described in this prospectus. The deferred commissions will be released to the underwriters only on completion of our initial business combination, as described in this prospectus. |
Upon consummation of the offering, an aggregate of $99,750,000 or approximately $9.98 per unit sold to the public in this offering (or $114,375,000 or approximately $9.95 per unit sold to the public in the offering if the over-allotment option is exercised in full) will be deposited into a United States-based trust account at Morgan Stanley Smith Barney, maintained by Continental Stock Transfer & Trust Company, acting as trustee. Except as described in this prospectus, these funds will not be released to us until the earlier of the completion of our initial business combination and our redemption of our public shares (which may not occur until , 2013).
The underwriters are offering the units on a firm commitment basis. Deutsche Bank Securities Inc., acting as the representative of the underwriters, expects to deliver the units to purchasers on or about , 2011.
Deutsche Bank Securities
EarlyBirdCapital, Inc.
, 2011