SECURITIES AND EXCHANGE COMMISSION
UNDER THE SECURITIES ACT OF 1933
Delaware | 6770 | 46-5234036 | ||||||||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer Identification Number) |
New York, New York 10022
(646) 387-1287
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
590 Madison Avenue, 21st Floor
New York, New York 10022
(646) 387-1287
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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 | Mitchell S. Nussbaum, Esq. Giovanni Caruso, Esq. Loeb & Loeb LLP 345 Park Avenue New York, New York 10154 (212) 407-4000 (212) 407-4990 — Facsimile |
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Large accelerated filero | Accelerated filero | |||||||||||||
Non-accelerated filero (Do not check if a smaller reporting company) | Smaller reporting companyx |
Title of each Class of Security being registered | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Units, each consisting of one share of common stock, par value $0.0001, and one Right entitling the holder to receive one-tenth (1/10) of a share of common stock | — | — | ||||||||
Common Stock included as part of the Units | — | — | ||||||||
Rights included as part of the Units | — | — | ||||||||
Common Stock underlying Rights included as part of the Units | — | — | ||||||||
Total | $ | 46,000,000 | $ | 5,924.80 |
(1) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o). |
(2) | Includes Units and shares of Common Stock and Rights underlying such Units which may be issued on exercise of a 45-day option granted to the Underwriter to cover over-allotments, if any. |
PRELIMINARY PROSPECTUS | SUBJECT TO COMPLETION, AUGUST 7, 2014 |
Public Offering Price | Underwriting Discount and Commissions(1)(2)(3) | Proceeds, Before Expenses, to Us | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Per unit | $ | 10.00 | $ | 0.30 | $ | 9.70 | ||||||||
Total | $ | 40,000,000 | $ | 1,200,000 | $ | 38,800,000 |
(1) | In the event that investors introduced by us to Cantor Fitzgerald & Co. do not purchase at least $30,000,000 of the units being offered hereby, there will be an additional underwriting commission paid to the underwriter in the amount of $0.15 per unit on the amount below $30,000,000 invested by investors introduced by us. |
(2) | Excludes $0.10 per unit, or $400,000 (or approximately $640,000 if the underwriter’s over-allotment option is exercised in full), payable to Cantor Fitzgerald & Co. for a deferred underwriting fee to be placed in the trust account described below. These funds will be released to Cantor Fitzgerald only on completion of our initial business combination, as described in this prospectus. |
(3) | Please see the section titled “Underwriting” for further information relating to the underwriting arrangements agreed to between us and the underwriter in this offering. |
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F-1 |
• | “we,” “us” or “our company” refers to Sino Mercury Acquisition Corp.; |
• | “initial stockholders” refer to all of our stockholders immediately prior to the date of this prospectus, including all of our officers and directors to the extent they hold such shares; |
• | “insider shares” refer to the 1,150,000 shares of common stock held by our initial stockholders prior to this offering (including up to an aggregate of 150,000 shares subject to forfeiture to the extent that the underwriter’s over-allotment option is not exercised in full or in part); |
• | “private units” refer to the units we are selling privately to our initial stockholders 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; |
• | “private commission units” refer to the units that may be purchased by our initial stockholders if investors introduced by us to the underwriter do not purchase at least $30,000,000 of the units being offered hereby in an amount equal the increased commissions we will pay the underwriter, as described herein; |
• | “China” or the “PRC” refers to the People’s Republic of China as well as the Hong Kong Special Administrative Region and the Macau Special Administrative Region, but does not include Taiwan; |
• | “US Dollars” and “$” refer to the legal currency of the United States; |
• | “RMB” refers to Renminbi, the legal currency of the PRC; |
• | the term “public stockholders” means the holders of the shares of common stock which are being sold as part of the units in this public offering (whether they are purchased in the public offering or in the aftermarket), including any of our initial stockholders to the extent that they purchase such shares; |
• | the information in this prospectus assumes that investors introduced by us to the underwriter purchase at least $30,000,000 of the units being offered hereby and as a result, the commissions payable to the underwriter will not increase and the initial stockholders will not purchase any private commission units; and |
• | the information in this prospectus assumes that the underwriter will not exercise its over-allotment option. |
• | Chinese interest rates are significantly higher than those in the rest of the developed word. For instance, according to World Bank statistics, from 2009 to 2013, the average commercial bank lending rate in China was approximately 5.9% per annum, compared to 3.3% per annum in the United States. However, we do not believe these rates reflect the actual marketplace demand. We believe there is a significant lending market in China where interest rates can range from 20% to 30% per annum. We believe that target companies in the non-traditional financial industry have the capability of taking advantage of this interest rate differential between market demand and reported rates. Additionally, due to the interest rate differential between the US and China, we could use the relatively cheap cost of capital in the US to provide us with inexpensive sources to fund these non-traditional financial companies. |
• | Non-traditional financial companies are not regulated by the China Securities Regulation Committee (“CSRC”), the China Insurance Regulation Committee (“CIRC”) or the China Banking Regulatory Committee (“CBRC”), which impose strict standards for foreign investment and capital flows. Non-traditional financial companies should benefit from reduced governmental regulation imposed on these types of businesses. |
capital shares of a target. In this case, we would acquire a 100% controlling interest in the target; however, as a result of the issuance of a substantial number of new shares, our 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, only 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.
Securities offered | 4,000,000 units, at $10.00 per unit, each unit consisting of one common share and one right, each right entitling the holder to automatically receive one-tenth (1/10) of a common share upon consummation of our initial business combination. | |||||
This is different from other offerings similar to ours whose units include one share and one warrant. Our management believes that investors in similarly structured blank check offerings, and those likely to invest in this offering, have come to expect the units of such companies to include one share and another security which would allow the holders to acquire additional shares. Without the ability to acquire such additional shares, our management believes that the investors would not be willing to purchase units in such companies’ initial public offerings. In this offering, by offering rights as part of the units that automatically entitle the holder to receive only one-tenth of a share, as opposed to warrants included in units of similarly structured blank check offerings that most often entitle the holder to receive a full share, our management believes we have significantly (although not entirely) reduced the number of shares that we would be obligated to issue after the offering. Our management also believes this will make us a more attractive merger partner for target businesses as our capitalization structure will be simpler without the warrants present. However, our management may be incorrect in this belief. This unit structure may also cause our units to be worth less than if they included a warrant. | ||||||
Listing of our securities and proposed symbols | We anticipate the units, and the common stock and rights once they begin separate trading, will be listed on Nasdaq under the symbols “SMACU,” “SMAC” and “SMACR,” respectively. | |||||
We have agreed with Cantor Fitzgerald that each of the shares of common stock and rights may trade separately ten business days following the earlier to occur of the expiration of the underwriter’s over-allotment option, its exercise in full or the announcement by the underwriter of their intention not to exercise all or any remaining portion of the over-allotment option. In no event will Cantor Fitzgerald 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 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 separately trading common stock and rights. | ||||||
We will file a Current Report on Form 8-K with the SEC, including an audited balance sheet, promptly after 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 relating to the separate trading of the common stock and rights. | ||||||
Common Stock: | ||||||
Number outstanding before this offering | 1,150,000 shares1 | |||||
Number to be outstanding after this offering and sale of private units | 5,210,000 shares2 | |||||
Rights: | ||||||
Number outstanding before this offering | 0 rights | |||||
Number to be outstanding after this offering and sale of private units | 4,210,000 rights | |||||
Terms of the Rights | Each holder of a right will automatically receive one-tenth (1/10) of a share 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 up to 150,000 shares of common stock held by our initial stockholders that are subject to forfeiture if the over-allotment option is not exercised by the underwriter in full. |
2 | Assumes (i) the over-allotment option has not been exercised and an aggregate of 150,000 shares of common stock held by our initial stockholders have been forfeited and (ii) the initial stockholders will not purchase any private commission units. |
Offering proceeds to be held in trust | $37,900,000 of the net proceeds of this offering (or $43,900,000 if the over-allotment option is exercised in full), plus the $2,100,000 we will receive from the sale of the private units but not the private commission units, for an aggregate of $40,000,000 (or an aggregate of $46,000,000 if the over-allotment option is exercised in full), or $10.00 per unit sold to the public in this offering will be placed in a trust account at Smith Barney in the United States, 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 $490,000 of net proceeds of this offering will not be held in the trust account. | |||||
Except as set forth below, the proceeds in the trust account will not be released until the earlier of the completion of an initial business combination within the required time period or our entry into liquidation if we have not completed a business combination in the required time period. Therefore, unless and until an 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. | ||||||
Notwithstanding the foregoing, there can be released to us from the trust account (i) any interest earned on the funds in the trust account that we need to pay our income or other tax obligations and (ii) 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 (estimated to initially be $490,000); 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 initial stockholders, 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 lender’s 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. Our initial stockholders have approved the issuance of the |
units (and underlying securities) 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 would not be repaid. | ||||||
Limited payments to insiders | Prior to the consummation of a business combination, there will be no fees, reimbursements or other cash payments paid to our initial stockholders, officers, directors or their affiliates prior to, or for any services they render in order to effectuate, the consummation of a business combination (regardless of the type of transaction that it is) other than: | |||||
• repayment at the closing of this offering of a $117,000 non-interest loan made by Jianming Hao, our executive chairman and chief executive officer; and | ||||||
• 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, traveling to and from the offices, plants or similar locations of prospective target businesses to examine their operations, reviewing corporate documents and material agreements of prospective target businesses and structuring, negotiating and consummating the business combination. To date, no such expenses have been incurred. | ||||||
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 available to us, 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 initial stockholder 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 have their shares converted, regardless of whether they vote for or against the proposed business combination, for a pro rata share of the aggregate amount then on deposit in the trust |
account, less any taxes then due but not yet paid (initially anticipated to be $10.00 per share). | ||||||
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. We have determined not to consummate any business combination unless we have net tangible assets of at least $5,000,001 upon such consummation in order to avoid being subject to Rule 419 promulgated under the Securities Act of 1933, as amended, or the Securities Act. | ||||||
We have agreed to introduce the underwriter in this offering to investors that are interested in purchasing at least $30,000,000 of the units being offered hereby. It is a condition of this offering that at least $10,000,000 of the units being offered hereby are purchased by investors introduced by us who will agree to hold their shares through the consummation of our initial business combination, vote in favor of such proposed business combination and not seek redemption in connection therewith, as described in this prospectus. Such investors will not be providing us with a proxy to vote their shares, however. We refer to these investors throughout this prospectus as the “non-tendering investors.” As a result, we expect to meet the $5,000,001 net tangible asset requirement in order to complete an initial business combination. | ||||||
Notwithstanding the foregoing, if we seek to consummate a 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 business combination, the net tangible asset requirement may limit our ability to consummate such a business combination 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 business combination and we may not be able to locate another suitable target within the applicable time period, if at all. | ||||||
Our initial stockholders have agreed (i) to vote their insider shares, private shares and any public shares purchased in or after this offering in favor of any proposed business combination and (ii) not to convert any shares (including the insider shares) in connection with a stockholder vote to approve a proposed initial business combination. None of our officers, directors, initial stockholders 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 officers, directors, initial stockholders or their affiliates could make such purchases in the open market or in private transactions in order to influence the vote. There is no limit on the amount of shares that may be purchased by the insiders. Any purchases would be made in compliance with federal securities laws, including the fact that all material information will be made public prior to such purchase, and no purchases would be made if such 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 company’s stock. | ||||||
If the business combination is not consummated, public stockholders will not be entitled to have their shares converted. Public stockholders who convert their shares will continue to have the right to receive shares upon automatic conversion of the rights they may hold if the business combination is consummated. | ||||||
Conversion rights | In connection with any stockholder meeting called to approve a proposed initial business combination, each public stockholder will have the right, regardless of whether he is voting for or against such proposed business combination, to have his shares converted into a pro rata share of the trust account upon consummation of the business combination. | |||||
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. Accordingly, all shares purchased by a holder in excess of 20% of the shares sold in this offering will not be converted for cash. 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 redemption 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 stockholder’s 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. |
We may also 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 Company��s DWAC (Deposit/Withdrawal At Custodian) System, at the holder’s option. 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. | ||||||
Liquidation if no business combination | If we are unable to complete our initial business combination within 21 months from the consummation of this offering (or 24 months from the consummation of this offering if we have entered into a definitive agreement with a target business for a business combination within 21 months from the consummation of this offering and such business combination has not yet been consummated within such 21-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. | |||||
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. | ||||||
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. | ||||||
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. | ||||||
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 $10.00. 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 $10.00. | ||||||
We will pay the costs of any subsequent liquidation from our remaining assets outside of the trust account. If such funds are insufficient, Jianming Hao, our Chairman and Chief Executive Officer, 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. |
April 15, 2014 | |||||||||||
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Actual | As Adjusted(1) | ||||||||||
Balance Sheet Data: | |||||||||||
Working capital (deficiency) | $ | (10,449 | ) | $ | 40,114,551 | (2) | |||||
Total assets | 142,000 | 40,114,551 | (2) | ||||||||
Total liabilities | 117,449 | 400,000 | |||||||||
Value of common stock subject to possible conversion | — | 35,114,540 | (3) | ||||||||
Stockholders’ equity | 24,551 | 5,000,011 |
(1) | Includes the $2,100,000 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 subject to possible conversion. |
(3) | The “as adjusted” value of common stock subject to possible conversion is derived by taking 3,511,454 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 $10.00. |
• | may significantly reduce the equity interest of investors in this offering; |
• | may subordinate the rights of holders of common stock if we issue preferred stock with rights senior to those afforded to our common stock; |
• | 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 |
• | may adversely affect prevailing market prices for our shares of common stock. |
• | default and foreclosure on our assets if our operating revenues after a business combination are insufficient to repay our debt obligations; |
• | acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant; |
• | our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand; 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. |
of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interest.
• | a limited availability of market quotations for our securities; |
• | reduced liquidity with respect to our securities; |
• | a determination that our shares of common stock are “penny stock” which will require brokers trading in our shares of common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our shares of common stock; |
• | 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. |
single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.
together with any of its affiliates or any other person with whom it is acting in concert or as a “group” will be restricted from seeking conversion rights with respect to more than 20% of the shares sold in this offering. Accordingly, if you hold more than 20% of the shares sold in this offering and a 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 shares following the business combination over 20% or sell them in the open market. We cannot assure you that the value of such shares will appreciate over time following a business combination or that the market price of our shares of common stock will exceed the per-share conversion price.
businesses. Furthermore, seeking stockholder approval of a business combination may delay the consummation of a transaction. Additionally, our outstanding rights, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Any of the foregoing may place us at a competitive disadvantage in successfully negotiating a business combination.
consent in lieu of such a meeting. It is unlikely that there will be an annual meeting of stockholders to elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section 211(b) of the Delaware General Corporation Law, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance with Section 211(c) of the Delaware General Corporation Law.
• | 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 and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | our capital structure; |
• | the per share amount of net proceeds being placed in the trust account; |
• | an assessment of our management and their experience in identifying operating companies; and |
• | general conditions of the securities markets at the time of the offering. |
• | rules and regulations or currency redemption or corporate withholding taxes on individuals; |
• | tariffs and trade barriers; |
• | regulations related to customs and import/export matters; |
• | longer payment cycles; |
• | inflation; |
• | economic policies and market conditions; |
• | unexpected changes in regulatory requirements; |
• | challenges in managing and staffing international operations; |
• | tax issues, such as tax law changes and variations in tax laws as compared to the United States; |
• | currency fluctuations; |
• | challenges in collecting accounts receivable; |
• | cultural and language differences; |
• | protection of intellectual property; and |
• | employment regulations. |
it may not be possible for investors in the United States to enforce their legal rights, to effect service of process upon our directors or officers or to enforce judgments of United States courts predicated upon civil liabilities and criminal penalties of our directors and officers under Federal securities laws.
perform its obligations under these contractual arrangements, we may have to incur substantial costs and expend substantial resources to enforce such arrangements, and rely on legal remedies under local law, including seeking specific performance or injunctive relief, and claiming damages, which we cannot assure will be sufficient to off-set the cost of enforcement and may adversely affect the benefits we expect to receive from the business combination.
that are determined from time to time to be in “important industries” that may affect the national economic security or those having “famous brand names” or “well-established brand names.”
• | revoke the business and operating licenses of the potential future target business; |
• | confiscate relevant income and impose fines and other penalties; |
• | discontinue or restrict the operations of the potential future target business; |
• | require us or potential future target business to restructure the relevant ownership structure or operations; |
• | restrict or prohibit our use of the proceeds of this offering to finance our businesses and operations in the relevant jurisdiction; or |
• | impose conditions or requirements with which we or potential future target business may not be able to comply. |
Oxley Act regarding the adequacy of 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 securities.
to consult a tax advisor with respect to the specific tax consequences of the acquisition, ownership and disposition of our securities, including the applicability and effect of state, local, or foreign tax laws, as well as U.S. federal tax laws.
• | credit risk of the target business’ customers; |
• | competition and consolidation of the specific sector of the non-traditional financial industry within which the target business operates; |
• | changes in demands for non-traditional financial products; |
• | increased government regulations in the non-traditional financial industry and the costs of compliance with such regulations; |
• | the negative impacts of catastrophic events; and |
• | any changes in China’s economic, political and social conditions. |
• | ability to complete our initial business combination; |
• | limited operating history; |
• | success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination; |
• | potential ability to obtain additional financing to complete a 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 shares; |
• | our public securities’ potential liquidity and trading; |
• | regulatory or operational risks associated with acquiring a target business; |
• | use of proceeds not held in the trust account or available to us from interest income on the trust account balance; |
• | financial performance following this offering; or |
• | listing or delisting of our securities from Nasdaq or the ability to have our securities listed on Nasdaq following our initial business combination. |
Without Over-Allotment Option | Over-Allotment Option Exercised | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Gross proceeds | ||||||||||
From offering | $ | 40,000,000 | $ | 46,000,000 | ||||||
From private placement | 2,100,000 | 2,100,000 | ||||||||
Total gross proceeds | 42,100,000 | 48,100,000 | ||||||||
Offering expenses(1) | ||||||||||
Underwriting discount (3.0% of gross proceeds from offering, excluding deferred fee of 1.0% of gross proceeds from offering) | 1,200,000 | (2) | 1,200,000 | (2) | ||||||
Legal fees and expenses | 250,000 | 250,000 | ||||||||
Nasdaq listing fee | 50,000 | 50,000 | ||||||||
Printing and engraving expenses | 45,000 | 45,000 | ||||||||
Accounting fees and expenses | 40,000 | 40,000 | ||||||||
FINRA filing fee | 7,400 | 7,400 | ||||||||
SEC registration fee | 6,000 | 6,000 | ||||||||
Miscellaneous expenses | 11,600 | 11,600 | ||||||||
Total offering expenses | 1,610,000 | 1,610,000 | ||||||||
Net proceeds | ||||||||||
Held in trust | 40,000,000 | 46,000,000 | ||||||||
Not held in trust | 490,000 | 490,000 | ||||||||
Total net proceeds | $ | 40,490,000 | $ | 46,490,000 | ||||||
Use of net proceeds not held in trust and amounts available from interest income earned on the trust account(3)(4) | ||||||||||
Legal, accounting and other third party expenses attendant to the search for target businesses and to the due diligence investigation, structuring and negotiation of a business combination | $ | 155,000 | (29.5 | )% | ||||||
Due diligence of prospective target businesses by officers, directors and initial stockholders | 75,000 | (14.3 | )% | |||||||
Legal and accounting fees relating to SEC reporting obligations | 100,000 | (19.0 | )% | |||||||
Working capital to cover miscellaneous expenses, D&O insurance, general corporate purposes, liquidation obligations and reserves | 195,000 | (37.2 | )% | |||||||
Total | $ | 525,000 | (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 Jianming Hao described below. These funds will be repaid out of the proceeds of this offering available to us. |
(2) | The underwriting discount of 3.0% is payable at the closing of the offering and the deferred underwriting fee of 1.0% (and 4.0% on gross proceeds received from the over-allotment option) payable to Cantor Fitzgerald is payable upon consummation of our initial business combination and will be held in the trust account until consummation of such business combination. Additionally, in the event that investors introduced by us to the underwriter do not purchase at least $30,000,000 of the units being offered hereby, there will be an additional underwriting commission paid to the underwriter in the amount of $0.15 per unit (1.5%) on the amount below $30,000,000 invested by investors introduced by us, which will not affect the amount in trust due to the obligation of our initial stockholders to purchase private |
commission units. No discounts or commissions will be paid with respect to the purchase of the private units. |
(3) | The amount of proceeds not held in trust will remain constant at $490,000 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 $35,000 over a 21-month period assuming an interest rate of approximately 0.05% per year. |
(4) | These 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. |
expenses such as paying fees to consultants to assist us with our search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our initial stockholders, officers and directors in connection with activities on our behalf as described above. We will also be entitled to have interest earned on the funds held in the trust account released to us to pay any tax obligations that we may owe. We intend to use the after-tax interest earned for miscellaneous expenses such as paying fees to consultants to assist us with our search for a target business and for director and officer liability insurance premiums, with the balance being held in reserve in the event due diligence, legal, accounting and other expenses of structuring and negotiating business combinations exceed our estimates, as well as for reimbursement of any out-of-pocket expenses incurred by our initial stockholders, officers and directors in connection with activities on our behalf as described below.
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 would not be repaid.
Public offering price | $ | 9.09 | (1) | |||||||
Net tangible book value before this offering | $ | (0.01 | ) | |||||||
Increase attributable to new investors and private sales | 2.35 | |||||||||
Pro forma net tangible book value after this offering | 2.36 | |||||||||
Dilution to new investors | $ | 6.73 | ||||||||
Percentage of dilution to new investors | 74.1 | % |
(1) | Derived from $40,000,000 net proceeds from the public offering divided by 4,400,000 shares, which assumes that the over-allotment option has not been exercised and the issuance of an additional 400,000 public shares underlying the public rights. |
(2) | If the over-allotment option is exercised in full, dilution to new investors increases to $6.97 per share. |
Shares Purchased | Total Consideration | |||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Number | Percentage | Amount | Percentage | Average Price per Share | ||||||||||||||||||
Initial stockholders — Initial Shares | 1,000,000 | (1) | 17.8 | % | $ | 25,000 | 0.1 | % | $ | 0.02 | ||||||||||||
Initial Stockholders — Private Units | 231,000 | (2) | 4.1 | % | 2,100,000 | 4.9 | % | $ | 9.09 | |||||||||||||
New investors (2) | 4,400,000 | (3) | 78.1 | % | 40,000,000 | 95.0 | % | $ | 9.09 | |||||||||||||
5,631,000 | 100.0 | % | $ | 42,125,000 | 100.0 | % |
(1) | Assumes the over-allotment option has not been exercised and an aggregate of 150,000 shares of common stock held by our initial stockholders have been forfeited as a result thereof. |
(2) | If the over-allotment is exercised in full, shares purchased by and total consideration from new investors increase to 5,060,000 and $46,000,000, respectively. |
(3) | Assumes the issuance of an additional 400,000 public shares underlying the public rights. |
Numerator: | ||||||
Net tangible book value before the offering | $ | (10,499 | ) | |||
Net proceeds from this offering and private placement of private units | 40,490,000 | |||||
Plus: Offering costs and paid in advance, excluded from tangible book value before this offering | 35,000 | |||||
Less: deferred underwriting fee | (400,000 | ) | ||||
Less: Proceeds held in trust subject to possible conversion | (35,114,540 | ) | ||||
$ | 5,000,011 | |||||
Denominator: | ||||||
Shares of common stock outstanding prior to this offering | 1,000,000 | (1) | ||||
Shares of common stock included in the units offered | 4,000,000 | |||||
Shares of common stock to be sold in private placement | 210,000 | |||||
Shares of common stock underlying the rights to be sold in this offering | 400,000 | |||||
Shares of common stock underlying the rights to be sold in private placement | 21,000 | |||||
Less: Shares subject to possible conversion | (3,511,454 | ) | ||||
2,119,546 |
(1) | Assumes the over-allotment option has not been exercised and an aggregate of 150,000 shares of common stock held by our initial stockholders have been forfeited as a result thereof. |
April 15, 2014 | |||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Actual | As Adjusted(1) | ||||||||||
Note payable to related party(2) | $ | 117,000 | $ | — | |||||||
Underwriter fee payable | 400,000 | ||||||||||
Shares of common stock, par value $0.0001 per share, -0- and 3,511,454 shares which are subject to possible conversion | — | 35,114,540 | (4) | ||||||||
Stockholders’ equity: | |||||||||||
Preferred shares, par value $0.0001 per share, 1,000,000 shares authorized; none issued or outstanding | — | — | |||||||||
Shares of common stock, par value $0.0001 per share, 25,000,000 shares authorized; 1,150,000 shares issued and outstanding, actual; 2,119,546 shares issued and outstanding(3) (excluding 3,511,454 shares subject to possible conversion), as adjusted | 115 | 212 | |||||||||
Additional paid-in capital | 24,885 | 5,000,248 | |||||||||
Deficit accumulated during the development stage | (449 | ) | (449 | ) | |||||||
Total stockholders’ equity: | $ | 24,551 | $ | 5,000,011 | |||||||
Total capitalization | $ | 149,551 | $ | 40,514,551 | (5) |
(1) | Includes the $2,100,000 we will receive from the sale of the private units. |
(2) | Note payable to related party is a promissory note issued in the aggregate amount of $117,000 to Jianming Hao. The note is non-interest bearing and is payable on the earliest to occur of (i) April 30, 2015, (ii) the consummation of this offering or (iii) the date on which we determine not to proceed with this offering. |
(3) | Assumes the over-allotment option has not been exercised and an aggregate of 150,000 shares of common stock held by our initial stockholders have been forfeited as a result thereof. Assumes shares underlying the rights to be sold in this offering as issued and outstanding. |
(4) | Derived by taking 3,511,454 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 $10.00. |
(5) | Derived by adding total stockholders’ equity and the value of the common stock subject to possible conversion. |
• | may significantly reduce the equity interest of our stockholders; |
• | may subordinate the rights of holders of shares of common stock if we issue preferred shares 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 a 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. |
our capital stock is used in whole or in part as consideration to effect our initial business combination, the remaining proceeds held in the trust account as well as any other net proceeds not expended will be used as working capital to finance the operations of the target business. Such working capital funds could be used in a variety of ways including continuing or expanding the target business’ operations, for strategic acquisitions and for marketing, research and development of existing or new products. Such funds could also be used to repay any operating expenses or finders’ fees which we had incurred prior to the completion of our initial business combination if the funds available to us outside of the trust account were insufficient to cover such expenses.
• | $155,000 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 a business combination; |
• | $75,000 of expenses for the due diligence and investigation of a target business by our officers, directors and initial stockholders; |
• | $100,000 of expenses in legal and accounting fees relating to our SEC reporting obligations; and |
• | $195,000 for general working capital that will be used for miscellaneous expenses, liquidation obligations and reserves, including director and officer liability insurance premiums. |
they will purchase from us at a price of $10.00 per unit the number of private units that will equal the increased commissions we will pay the underwriter, as described elsewhere in this prospectus. The purchases will take place on a private placement basis that will occur simultaneously with the closing of this offering.
• | 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. |
• | Chinese interest rates are significantly higher than those in the rest of the developed word. For instance, according to World Bank statistics, from 2009 to 2013, the average commercial bank lending rate in China was approximately 5.9% per annum, compared to 3.3% per annum in the United States. However, we do not believe these rates reflect the actual marketplace demand. We believe there is a significant lending market in China where interest rates can range from 20% to 30% per annum. Our management team believes that target companies in the non-traditional financial industry have the capability of taking advantage of this interest rate differential between market demand and reported rates. Additionally, due to the interest rate differential between the US and China, we could use the relatively cheap cost of capital in the US to provide us with inexpensive sources to fund these non-traditional financial companies. |
• | Non-traditional financial companies are not regulated by the CSRC, the CIRC or the CBRC, which impose strict standards for foreign investment and capital flows. Non-traditional financial companies should benefit from reduced governmental regulation imposed on these types of businesses. |
on various forms and included informal neighborhood lenders, wealthy individual lenders, non-depository banks, other financial institutions and businesses that made loans from their own surplus cash. Such underground lending was unregulated. These lenders often charged interest rates many times higher than the PBOC Benchmark Rate.
• | Our exercise of effective control over the target company; |
• | A substantial portion of the economic benefits of the target company would be transferred to us; and |
• | We, or our designee, would have an exclusive option to purchase all or part of the equity interests in the target company owned by the Chinese residents whom we designate, or all or part of the assets of the target company, in each case when and to the extent permitted by Chinese regulations. |
• | financial condition and results of operation; |
• | growth potential; |
• | experience and skill of management and availability of additional personnel; |
• | capital requirements; |
• | competitive position; |
• | barriers to entry; |
• | stage of development of its products, processes or services; |
• | degree of current or potential market acceptance of the products, processes or services; |
• | proprietary features and degree of intellectual property or other protection for its products, processes or services; |
• | regulatory environment of the industry; and |
• | costs associated with effecting the business combination. |
such an acquisition, we may issue a significant amount of our debt or equity securities to the sellers of such businesses and/or seek to raise additional funds through a private offering of debt or equity securities. Since we have no specific business combination under consideration, we have not entered into any such fund raising arrangement and have no current intention of doing so. The fair market value of the target will be determined by our board of directors based upon one or more standards generally accepted by the financial community (such as actual and potential sales, earnings, cash flow and/or book value). If our board is not able to independently determine that the target business has a sufficient fair market value, we will obtain an opinion from an unaffiliated, independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, with respect to the satisfaction of such criteria. We will not be required to obtain an opinion from an independent investment banking firm, or another independent entity that commonly renders valuation opinions on the type of target business we are seeking to acquire, as to the fair market value if our board of directors independently determines that the target business complies with the 80% threshold.
• | subject us to numerous 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 a 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. |
financial interests of our key personnel may influence their motivation in identifying and selecting a target business, their ability to remain with the company after the consummation of a business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. Additionally, our officers and directors may not have significant experience or knowledge relating to the operations of the particular target business.
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.
underwriter in this offering has already executed such a waiver agreement. As a result, the claims that could be made against us will be limited, thereby lessening the likelihood that any claim would result in any liability extending to the trust. We therefore believe that any necessary provision for creditors will be reduced and should not have a significant impact on our ability to distribute the funds in the trust account to our public stockholders. Nevertheless, there is no guarantee that vendors, service providers and prospective target businesses will execute such agreements. In the event that a potential contracted party was to refuse to execute such a waiver, we will execute an agreement with that entity only if our management first determines that we would be unable to obtain, on a reasonable basis, substantially similar services or opportunities from another entity willing to execute such a waiver. Examples of instances where we may engage a third party that refused to execute a waiver would be the engagement of a third party consultant who cannot sign such an agreement due to regulatory restrictions, such as our auditors who are unable to sign due to independence requirements, or whose particular expertise or skills are believed by management to be superior to those of other consultants that would agree to execute a waiver or a situation in which management does not believe it would be able to find a provider of required services willing to provide the waiver. There is also no guarantee that, even if they execute such agreements with us, they will not seek recourse against the trust account. Jianming Hao has agreed that he will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by us for services rendered or contracted for or products sold to us. Our board of directors has questioned Mr. Hao on his financial net worth and believes he will be able to satisfy any indemnification obligations that may arise. However, he may not be able to satisfy his indemnification obligations if he is required to so as we have not required Mr. Hao to retain any assets to provide for his indemnification obligations, nor have we taken any further steps to ensure that he will be able to satisfy any indemnification obligations that arise. Additionally the agreement entered into by Mr. Hao specifically provides that he will have no personal liability as to any claimed amounts owed to a target business or vendor or other entity who has executed a valid and enforceable agreement with us waiving any right, title, interest or claim of any kind they may have in or to any monies held in the trust account. Moreover, he will not be personally liable to our public stockholders and instead will only have liability to us. As a result, if we liquidate, the per-share distribution from the trust account could be less than approximately $10.00 due to claims or potential claims of creditors. We will distribute to all of our public stockholders, in proportion to their respective equity interests, an aggregate sum equal to the amount then held in the trust account, inclusive of any interest not previously released to us, plus any remaining net assets (subject to our obligations under Delaware law to provide for claims of creditors as described below).
• | 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 21 months of the consummation of this offering (or 24 months from the consummation of this offering if we have entered into a definitive agreement with a target business for a business combination within 21 months from the consummation of this offering and such business combination has not yet been consummated within such 21-month period), 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; |
• | 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 a business combination may delay the completion of a transaction; |
• | our obligation to convert shares of common stock held by our public stockholders (but not our initial stockholders or non-tendering investors) may reduce the resources available to us for a business combination; |
• | Nasdaq may require us to file a new listing application and meet its initial listing requirements to maintain the listing of our securities following a business combination; |
• | our outstanding rights and the potential future dilution they represent; |
• | 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 initial stockholders, 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 securities issued to our initial stockholders, 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. |
executive officers to devote an average of approximately 10 hours per week to our business. We do not intend to have any full time employees prior to the consummation of a business combination.
Terms of the Offering | Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Escrow of offering proceeds | $40,000,000 of the net offering proceeds and proceeds from the sale of the private units will be deposited into a trust account at Smith Barney in the United States, maintained by Continental Stock Transfer & Trust Company, acting as trustee | $35,280,000 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. |
Terms of the Offering | Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
Investment of net proceeds | The $40,000,000 of the net offering proceeds and proceeds from the sale of the private units held in trust 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 United States government 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 shares of common stock and rights comprising the units will begin to trade separately ten business days following the earlier to occur of the expiration of the underwriter’s over-allotment option, its exercise in full or the announcement by the underwriter of its intention not to exercise all or any remaining portion of the over-allotment option, 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 units or the underlying securities would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or trust account. | ||||||||
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. | 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 |
Terms of the Offering | Terms Under a Rule 419 Offering | |||||||||
---|---|---|---|---|---|---|---|---|---|---|
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 do not complete an initial business combination within 21 months from the consummation of this offering (or 24 months from the consummation of this offering if we have entered into a definitive agreement with a target business for a business combination within 21 months from the consummation of this offering and such business combination has not yet been consummated within such 21-month period), it will trigger our automatic winding up, dissolution and liquidation. | 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. | ||||||||
Interest earned on the funds in the trust account | There can be released to us, from time to time, (i) any interest earned on the funds in the trust account that we may need to pay our tax obligations and (ii) any remaining interest earned on the funds in the trust account that we need for our working capital requirements. The remaining interest earned on the funds in the trust account will not be released until the earlier of the completion of a business combination and our entry into liquidation upon failure to effect a business combination within the allotted time. | All interest earned on the funds in the trust account will be held in trust for the benefit of public stockholders until the earlier of the completion of a business combination and our liquidation upon failure to effect a business combination within the allotted time. | ||||||||
Release of funds | Except for (i) any amounts that we may need to pay our tax obligations and (ii) 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 described above, the proceeds held in the trust account will not be released until the earlier of the completion of a business combination and the liquidation of our trust account upon failure to effect a business combination within the allotted time. | The proceeds held in the escrow account would not be released until the earlier of the completion of a business combination or the failure to effect a business combination within the allotted time. |
Name | Age | Position | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Jianming Hao | 39 | Executive Chairman of the Board and Chief Executive Officer | ||||||||
Richard Xu | 37 | President and Director | ||||||||
Amy He | 34 | Chief Financial Officer | ||||||||
Aimin Song | 51 | Director | ||||||||
Bradley Reifler | 54 | Director | ||||||||
Qing Zhu | 57 | Director |
Master’s Degree in Management from the Chinese Academy of Sciences and a Bachelor’s Degree in Accounting from Tsinghua University in China. Ms. He is also a Certified Public Accountant of China and Certified General Accountant of Canada.
• | 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 the stockholders. |
• | reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer’s based on such evaluation; |
• | reviewing and approving the compensation of all of our other executive officers; |
• | reviewing our executive compensation policies and plans; |
• | implementing and administering our incentive compensation equity-based remuneration plans; |
• | assisting management in complying with our proxy statement and annual report disclosure requirements; |
• | approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our executive officers and employees; |
• | if required, producing a report on executive compensation to be included in our annual proxy statement; and |
• | reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors. |
• | 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 management has pre-existing fiduciary duties and contractual obligations and 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. Accordingly, they may participate in transactions and have obligations that may be in conflict or competition with our consummation of our initial business combination. As a result, a potential target business may be presented by our management team to another entity prior to its presentation to us and we may not be afforded the opportunity to engage in a transaction with such target business. |
• | The insider shares owned by our officers and directors will be released from escrow only if a business combination is successfully completed and subject to certain other limitations. Additionally, our officers and directors will not receive distributions from the trust account with respect to any of their insider shares if we do not complete a business combination. Furthermore, the initial stockholders have agreed that the private units (and underlying securities) will not be sold or transferred by them until after we have completed our initial business combination. In addition, our officers and directors may loan funds to us after this offering and may be owed reimbursement for expenses incurred in connection with certain activities on our behalf which would only be repaid if we complete an initial business combination. For the foregoing reasons, the personal and financial interests of our directors and executive officers may influence their motivation in identifying and selecting a target business, completing a business combination in a timely manner and securing the release of their shares. |
• | the corporation could financially undertake the opportunity; |
• | the opportunity is within the corporation’s 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 | Priority/Preference relative to Sino Mercury Acquisition Corp. | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Beijing CAC Capital | Jianming Hao | Mr. Hao will be required to present all business opportunities which are suitable for Beijing CAC Capital to Beijing CAC Capital prior to presenting them to us. Beijing CAC Capital is a private equity firm. | ||||||||
Huafu Tiancheng Investment Management Company | Jianming Hao | Mr. Hao will be required to present all business opportunities which are suitable for Huafu Tiancheng Investment Management Company to Huafu Tiancheng Investment Management Company prior to presenting them to us. Huafu Tiancheng Investment Management Company is a Beijing government fund with three completed investments. |
Name of Affiliated Company | Name of Individual | Priority/Preference relative to Sino Mercury Acquisition Corp. | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
CIFCO International Group | Richard Xu | Mr. Xu will be required to present all business opportunities which are suitable for CIFCO International Group to CIFCO International Group prior to presenting them to us. CIFCO International Group is a financial advisory firm focused on overseas investments in Chinese enterprises. | ||||||||
Deyu Agriculture Corp. | Amy He | Ms. He will be required to present all business opportunities which are suitable for Deyu Agriculture Corp. to Deyu Agriculture Corp. prior to presenting them to us. Deyu Agriculture Corp. is a vertically integrated producer, processor, marketer and distributor of organic and other agricultural products made from corn and grains operating in Shanxi Province in China. | ||||||||
Beijing Hantang Asset Management | Aimin Song | Mr. Song will be required to present all business opportunities which are suitable for Beijing Hantang Asset Management to Beijing Hantang Asset Management prior to presenting them to us. Beijing Hantang Asset Management is an investment company focusing on investments in the financial and hotel management industries. | ||||||||
Forefront Capital | Bradley Reifler | Mr. Reifler will be required to present all business opportunities which are suitable for Forefront Capital to Forefront Capital prior to presenting them to us. Forefront Capital is a global financial services firm. |
• | 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 | |||||||||||||||
Jianming Hao | 793,500 | (3) | 69 | % | 900,000 | (3) | 17.3 | % | |||||||||||
Richard Xu | 230,000 | (4) | 20 | % | 200,000 | (4) | 3.8 | % | |||||||||||
Amy He | 115,000 | (5) | 10 | % | 100,000 | (5) | 1.9 | % | |||||||||||
Aimin Song | 5,750 | * | 5,000 | * | |||||||||||||||
Bradley Reifler | 5,750 | * | 5,000 | * | |||||||||||||||
Qing Zhu | 0 | 0 | % | 0 | 0 | % | |||||||||||||
Best Apex Limited | 793,500 | 69 | % | 900,000 | 17.3 | % | |||||||||||||
Lodestar Investment Holdings Corporation | 230,000 | 20 | % | 200,000 | 3.8 | % | |||||||||||||
True Precision Investments Limited | 115,000 | 10 | % | 100,000 | 1.9 | % | |||||||||||||
All directors and executive officers as a group (six individuals) | 1,150,000 | 100 | % | 1,210,000 | 23.2 | % |
* | Less than 1%. |
(1) | Unless otherwise indicated, the business address of each of the individuals is c/o Sino Mercury Acquisition Corp., at 590 Madison Avenue, 21st Floor, New York, New York 10022. |
(2) | Assumes (i) no exercise of the over-allotment option and, therefore, the forfeiture of an aggregate of 150,000 shares of common stock held by our initial stockholders and (ii) that no private commission units were purchased. |
(3) | Represents shares held by Best Apex Limited, of which Mr. Hao is the sole officer and director and as such, controls the voting and disposition of such shares. |
(4) | Represent shares held by Lodestar Investment Holdings Corporation, of which Mr. Xu controls and therefore has voting and disposition power over such shares. |
(5) | Represents shares held by True Precision Investments Limited, of which Ms. He controls and therefore has voting and disposition power over such shares. |
including the election of directors and approval of significant corporate transactions other than approval of our initial business combination.
Name | Number of Shares | Relationship to Us | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
Best Apex Limited | 1,150,000 | Affiliate of CEO |
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 would not be repaid.
this offering, we meet on a pro forma basis the minimum initial listing standards of Nasdaq, which generally only requires that we meet certain requirements relating to stockholders’ equity, market capitalization, aggregate market value of publicly held shares and distribution requirements, we cannot assure you that our securities will continue to be listed on Nasdaq as we might not meet certain continued listing standards.
• | 1% of the number of shares of common stock then outstanding, which will equal 50,000 shares immediately after this offering (or 57,500 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. |
Underwriter | Number of Units | |||||
---|---|---|---|---|---|---|
Cantor Fitzgerald & Co. | 4,000,000 |
• | receipt and acceptance of the units by the underwriter; and |
• | the underwriter’s right to reject orders in whole or in part. |
Per Unit | Without Over-allotment | With Over-allotment | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Public offering price | $ | 10.00 | $ | 40,000,000 | $ | 46,000,000 | ||||||||
Discount(1)(2) | $ | 0.30 | $ | 1,200,000 | $ | 1,200,000 | ||||||||
Proceeds before expenses(3) | $ | 9.70 | $ | 38,800,000 | $ | 44,800,000 |
(1) | In the event that investors introduced by us to the underwriter do not purchase at least $30,000,000 of the units being offered hereby, there will be an additional underwriting commission paid to the underwriter in |
the amount of $0.15 per unit (1.5%) on the amount below $30,000,000 invested by investors introduced by us. |
(2) | Excludes $0.10 per unit, or $400,000 (approximately $640,000 if the underwriter’s over-allotment option is exercised in full, which includes $0.40 per unit sold pursuant to the over-allotment option), payable to Cantor Fitzgerald & Co. for a deferred underwriting fee to be placed in the trust account. These funds will be released to Cantor Fitzgerald only on completion of our initial business combination. |
(3) | The offering expenses are estimated at $410,000. |
• | the history and prospects of companies whose principal business is the acquisition of other companies; |
• | prior offerings of those companies; |
• | our prospects for acquiring an operating business at attractive values; |
• | our capital structure; |
• | the per share amount of net proceeds being placed into the trust account; |
• | an assessment of our management and their experience in identifying operating companies; |
• | general conditions of the securities markets at the time of the offering; and |
• | other factors as were deemed relevant. |
• | Stabilizing Transactions. The underwriter may make bids or purchases 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 underwriter complies with all other applicable rules. |
• | Over-Allotments and Syndicate Coverage Transactions. The underwriter 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 underwriter 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 underwriter creates a short position during the offering, the underwriter may engage in syndicate covering transactions by purchasing our units in the open market. The underwriter 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 underwriter in the aftermarket. However, the underwriter 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 underwriter 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. |
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F-7 – F12 |
Sino Mercury Acquisition Corp.
May 16, 2014
ASSETS | ||||||
Current asset — Cash | $ | 107,000 | ||||
Deferred offering costs | 35,000 | |||||
Total assets | $ | 142,000 | ||||
LIABILITIES AND STOCKHOLDER’S EQUITY | ||||||
Current liabilities | ||||||
Accounts payable | $ | 449 | ||||
Note payable to stockholder | 117,000 | |||||
Total liabilities | 117,449 | |||||
Commitments | ||||||
Stockholder’s equity | ||||||
Preferred stock, $.0001 par value, Authorized 1,000,000 shares; none issued | — | |||||
Common stock, $.0001 par value, Authorized 25,000,000 shares, 1,150,000 shares issued and outstanding | 115 | |||||
Additional paid-in capital | 24,885 | |||||
Deficit accumulated during the development stage | (449 | ) | ||||
Total stockholder’s equity | 24,551 | |||||
Total liabilities and stockholder’s equity | $ | 142,000 |
For the period March 28, 2014 (Inception) to April 15, 2014
Formation, general and administrative expenses | $ | 449 | ||||
Net loss | $ | (449 | ) | |||
Weighted average common shares outstanding | 1,150,000 | |||||
Basic and diluted net loss per common share | $ | (0.00 | ) |
For the period March 28, 2014 (Inception) to April 15, 2014
Common Stock | |||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Shares | Amount | Additional Paid-in Capital | Deficit Accumulated During the Development Stage | Total Stockholders’ Equity | |||||||||||||||||||
Common shares issued to initial stockholder on April 15, 2014, at approximately $0.02 per share | 1,150,000 | $ | 115 | $ | 24,885 | $ | — | $ | 25,000 | ||||||||||||||
Net loss | — | — | — | (449 | ) | (449 | ) | ||||||||||||||||
Balances at April 15, 2014 | 1,150,000 | $ | 115 | $ | 24,885 | $ | (449 | ) | $ | 24,551 |
For the period Mar 28, 2014 (Inception) to Aprl 15, 2014
Cash flow from operating activities | ||||||
Net loss | $ | (449 | ) | |||
Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
Change in operating assets and liabilities: | ||||||
Increase in accounts payable | 449 | |||||
Net cash used in operating activities | — | |||||
Cash flows from financing activities | ||||||
Advances from stockholder | 35,000 | |||||
Proceeds from sale of shares of common stock to founding stockholder | 25,000 | |||||
Proceeds from note payable, stockholder | 82,000 | |||||
Payment of deferred offering costs | (35,000 | ) | ||||
Net cash provided by financing activities | 107,000 | |||||
Net increase in cash | 107,000 | |||||
Cash at beginning of period | — | |||||
Cash at end of period | $ | 107,000 | ||||
Supplemental Disclosure of Non-cash Financing Activities | ||||||
Advances from stockholder capitalized (reclassified) to note payable | $ | 35,000 |
initial Business Combination and not seek conversion in connection therewith. As a result, the Company expects to meet the $5,000,001 net tangible asset requirement in order to complete an initial Business Combination. The holder of the 1,150,000 shares of common stock purchased prior to the Company’s Proposed Public Offering (“Initial Stockholder”) will vote any shares it then holds in favor of any proposed initial Business Combination and will waive any conversion rights with respect to these shares and the shares underlying the Private Units pursuant to a letter agreement to be executed prior to the Proposed Public Offering.
claims of the Company’s common stockholders. Therefore, the actual per-share redemption price may be less than approximately $10.00.
tax positions and deductions would be sustained on audit and does not anticipate any adjustments that would result in a material change to its financial position.
effective date of the Proposed Public Offering. The holders of the majority of the initial 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 Private Units and Private Commission 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 Stockholder and holders of the Insider Units and Private Commission Units (or underlying shares of common stock) have certain “piggy- back” registration rights on registration statements filed after the Company’s consummation of a Business Combination.
Initial Trustees’ fee | $ | 1,000 | (1) | |||
SEC Registration Fee | 6,000 | |||||
FINRA filing fee | 7,400 | |||||
Accounting fees and expenses | 35,000 | |||||
Nasdaq listing fees | 50,000 | |||||
Printing and engraving expenses | 45,000 | |||||
Directors & Officers liability insurance premiums | 75,000 | (2) | ||||
Legal fees and expenses | 250,000 | |||||
Miscellaneous | 10,600 | (3) | ||||
Total | $ | 485,000 |
(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 $16,100 for acting as trustee, as transfer agent of the registrant’s shares of common stock, as right agent for the registrant’s rights 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. |
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.
Exhibit No. | Description | |||||
---|---|---|---|---|---|---|
1.1 | Form of Underwriting Agreement. | |||||
3.1 | Certificate of incorporation.* | |||||
3.2 | Amended and Restated Certificate of Incorporation. | |||||
3.3 | Bylaws.* | |||||
4.1 | Specimen Unit Certificate.* | |||||
4.2 | Specimen Common Share Certificate.* | |||||
4.3 | Specimen Right Certificate.* | |||||
4.4 | Form of Rights Agreement between Continental Stock Transfer & Trust Company and the Registrant.* | |||||
5.1 | Opinion of Graubard Miller.* | |||||
10.1 | Form of Letter Agreement among the Registrant, Cantor Fitzgerald & Co. and the Company’s officers, directors and stockholders.* | |||||
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 Promissory Note issued to Jianming Hao.* | |||||
10.5 | Form of Registration Rights Agreement among the Registrant and the Initial Stockholders.* | |||||
10.6 | Form of Subscription Agreement among the Registrant, Graubard Miller and Best Apex Limited.* | |||||
14 | Form of Code of Ethics.* | |||||
16 | Letter regarding change in certifying accountant.* | |||||
23.1 | Consent of Rothstein Kass. | |||||
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.* | |||||
99.3 | Form of Compensation Committee Charter.* |
* | Previously filed. |
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: |
SINO MERCURY ACQUISITION CORP. | ||||||||||
By:/s/ Jianming Hao | ||||||||||
Name: Jianming Hao | ||||||||||
Title: Chief Executive Officer |
Name | Position | Date | ||||||||
---|---|---|---|---|---|---|---|---|---|---|
/s/ Jianming Hao Jianming Hao | Executive Chairman of the Board and Chief Executive Officer (Principal executive officer) | August 7, 2014 | ||||||||
/s/ Amy He Amy He | Chief Financial Officer (Principal financial and accounting officer) | August 7, 2014 | ||||||||
/s/ Richard Xu Richard Xu | President and Director | August 7, 2014 | ||||||||
/s/ Aimin Song Aimin Song | Director | August 7, 2014 | ||||||||
/s/ Bradley Reifler Bradley Reifler | Director | August 7, 2014 | ||||||||
/s/ Qing Zhu Qing Zhu | Director | August 7, 2014 |