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        See "Summary—Boulevard Shares to be Issued in the Business Combination" and "Unaudited Pro Forma Condensed Combined Financial Information" for further information.

Acquisition Financing (Page 129)

        We expect that a portion of the Cash Consideration will be funded from debt financing of up to $425 million to be provided to AgroFresh, as the borrower, that Bank of Montreal and BMO Capital Markets Corp. have committed to fund at the Closing pursuant to a Debt Commitment Letter, dated April 30, 2015, by and among Boulevard, Bank of Montreal, and BMO Capital Markets Corp. The Debt Commitment Letter contemplates that the lenders will provide a senior secured term loan facility in the aggregate principal amount of $425 million, as well as a $25 million senior secured revolving credit facility for use for working capital purposes after the Closing. The term loan facility will mature on the sixth anniversary of the Closing, and will amortize in equal quarterly installments in an aggregate annual amount equal to 1.0% of the original principal amount of the term loan facility with the balance payable on the maturity date. The revolving credit facility will mature and terminate on the fourth anniversary of the Closing. The Debt Commitment Letter terminates automatically upon the earliest to occur of October 1, 2015 if the Closing does not occur on or before such date, the termination of the Purchase Agreement in accordance with its terms, and the occurrence of the Closing without the use of the debt facilities contemplated by the Debt Commitment Letter. The availability of the debt facilities contemplated by the Debt Commitment Letter is subject to certain conditions described on page 129. There is a risk that one or more of the conditions to the debt facilities will not be satisfied and that the debt facilities may not be funded when required.

        In addition, in connection with the Purchase Agreement, Boulevard has entered into the Standby Agreement with TDCC and Avenue Special Opportunities Fund II, L.P., an affiliate of our Sponsor. Pursuant to the Purchase Agreement and the Standby Agreement, if Boulevard has a Cash Shortfall, meaning that it does not have sufficient cash at the Closing to pay the full Cash Consideration, in addition to paying its expenses relating to the Transaction (up to an agreed upon amount) and maintaining an agreed amount of working capital, a $5 million execution fee under the Transition Services Agreement that Boulevard is otherwise required to pay at Closing or a portion thereof in the event the Cash Shortfall is less than $5 million, shall be deferred until December 31, 2015. If after such deferral there is still a Cash Shortfall, then TDCC and Avenue Special Opportunities Fund II, L.P. have each agreed pursuant to the Standby Agreement to purchase from Boulevard up to an aggregate of 2.5 million newly issued Standby Shares of Boulevard Common Stock at a purchase price of $10.00 per share, up to the amount of such Cash Shortfall, with each of TDCC and Avenue Special Opportunities Fund II, L.P. being responsible for one-half of the Cash Shortfall. If after such purchase there shall still be a Cash Shortfall, then TDCC has agreed to receive shares of Boulevard Common Stock in lieu of Cash Consideration (at a value of $10.00 per share) provided that TDCC shall not, after any such issuance of additional shares of Boulevard Common Stock, be required to own more than 45% of the outstanding shares of Boulevard Common Stock at the closing. In consideration of each of TDCC and Avenue Special Opportunities Fund II, L.P. providing such standby equity commitment, at the closing, Boulevard will pay the Standby Fees to each of TDCC and Avenue Special Opportunities Fund II, L.P. in an amount equal to $875,000.

        Avenue Capital Management II, L.P., Avenue Special Opportunities Fund II, L.P., Boulevard and TDCC are also parties to the Letter Agreement regarding the payment of transaction expenses and the potential replacement of the standby arrangements under the Standby Agreement. Pursuant to the Letter Agreement, Avenue Capital Management II, L.P. has agreed to be responsible for and to pay when due on behalf of Boulevard any of Boulevard's transaction expenses, to the extent such expenses exceed $23.0 million.

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Board of Directors of Boulevard Following the Business Combination (Page 127)

        Boulevard proposes that the board of directors of the Company will initially have eight members, seven of which will be divided into three classes, with each class having a term of three years and that the stockholders elect the following director nominees: Robert J. Campbell, Nance K. Dicciani, Gregory M. Freiwald, Thomas D. Macphee, Derek Murphy, Stephen S. Trevor and Macauley Whiting, Jr. See the sections entitled "Proposal No. 3—Election of Directors to the Board" and "Management After The Business Combination" for additional information. In addition, TDCC, as the holder of the share of Series A preferred stock to be issued in the Transaction, voting as a separate class, will be entitled to appoint the Preferred Director to the board for so long as TDCC beneficially holds 10% or more of the aggregate amount of the outstanding shares of Boulevard Common Stock and non-voting common stock of the Company. TDCC and Boulevard also have agreed that from and after the date of Closing until the one-year anniversary of the date of the Closing, TDCC shall have the right to request that the size of the post-Transaction board be increased to nine directors. If TDCC makes such a request, TDCC shall have the right to nominate an individual to serve as an independent Class II director on the post-Transaction board, subject to the written consent of Boulevard, not to be unreasonably withheld, and the post-Transaction board will elect such individual to the post-Transaction board, subject to the fiduciary duties of the members of the board of the post-Transaction company, to serve until his or her successor is duly elected and qualified.

Adoption of Second Amended and Restated Certificate of Incorporation (Page 135)

        Upon the closing of the Business Combination, our amended and restated certificate of incorporation will be amended promptly to:

•

change our name to AgroFresh Solutions, Inc. and remove certain provisions related to our status as a blank check company, among other things;



•

authorize a class of non-voting common stock;



•

require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to amend or repeal certain provisions of the certificate of incorporation;



•

require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office;



•

require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to adopt, amend or repeal the Company's bylaws;



•

elect for the Company not to be governed by Section 203 of the DGCL; and



•

adopt Delaware as the exclusive forum for certain stockholder litigation.

        See the section entitled "Proposal Nos. 2A to 2G—The Certificate Proposals" for additional information.

Adoption of 2015 Plan

        The Company's board of directors has unanimously approved and adopted the 2015 Plan, and has unanimously approved and recommended that Boulevard's stockholders approve and adopt the 2015 Plan. The purpose of the 2015 Plan will be to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer eligible employees, officers, directors and individual consultants cash and stock-based incentive awards in order to attract, retain and reward these individuals and strengthen the mutuality of interests between them and Boulevard stockholders. The 2015 Plan provides for grants of stock options, stock appreciation rights, restricted stock, other stock-based awards, other cash-based compensation and performance awards. Directors, officers and

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other employees of the Company and its subsidiaries and affiliates, as well as others performing consulting or advisory services for the Company, will be eligible for grants under the 2015 Plan. Generally, all classes of employees will be eligible to participate in the 2015 Plan. The aggregate number of shares of common stock which may be issued or used for reference purposes under the 2015 Plan or with respect to which awards may be granted may not exceed 2,750,000 shares following the completion of the Business Combination.

Accounting Treatment

        The Business Combination will be accounted for as a business combination under the scope of the Financial Accounting Standards Board's Accounting Standards Codification 805, Business Combinations , or ASC 805. Pursuant to ASC 805, as Boulevard has been determined to be the accounting acquirer based on the evaluation of the following facts and circumstances:

•

Boulevard pays cash and equity consideration for all of the equity in AgroFresh; and



•

the existing stockholders of Boulevard retain relatively more voting rights in the combined company than TDCC.

        A preponderance of the evidence discussed above supports the conclusion that Boulevard is the accounting acquirer in Business Combination.

        AgroFresh constitutes a business, with inputs, processes, and outputs. Accordingly, the acquisition of AgroFresh by Boulevard constitutes the acquisition of a business for purposes of ASC 805 that will be accounted for using the acquisition method.

        Under the acquisition method, the acquisition-date fair value of the purchase price paid by Boulevard to affect the Business Combination is allocated to the assets acquired and the liabilities assumed based on their estimated fair values, with any excess purchase price being recorded as goodwill. Management of Boulevard has made significant estimates and assumptions in determining the preliminary allocation of the gross purchase price transferred in the unaudited pro forma condensed combined financial statements. As the unaudited pro forma condensed combined financial statements have been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented.

        Under ASC 805, acquisition-related costs (such as advisory, legal, valuation and other professional fees) that are non-recurring are expensed. Boulevard expects to incur approximately $12.9 million of non-recurring acquisition-related costs in connection with the Business Combination.

Appraisal Rights (Page 130)

        Appraisal rights are not available to our stockholders in connection with the Business Combination.

Reasons for the Business Combination

        We were organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. We have sought to capitalize on the contacts and sources of our management team to identify, acquire and operate a business, although we are not limited to a particular industry or sector.

        In particular, our board of directors considered the following positive factors, although not weighted or in any order of significance:

•

The potential for the post-Transaction company to be a compelling platform for further investments in the Agricultural Chemicals space, drawing on favorable macro dynamics driven by

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global food demand growth, and/or for further investment elsewhere in the Specialty Chemicals space;

•

AgroFresh has a skilled management team with a strong sales culture;



•

AgroFresh management's belief that the current market position of SmartFresh™ will continue, based on several factors including the following:



•

The SmartFresh business has developed into a service business, providing growers and packers with highly valuable guidance and solutions with respect to storage and preservation of freshly picked apples and other fruit;



•

AgroFresh has accumulated significant data and know-how on produce storage and the particular needs of each of its customers; and



•

Delivery and use of SmartFresh by AgroFresh is tailored to each specific type of apple, and to the objectives and conditions of each customer, and therefore would be difficult for a new entrant to replicate.



•

AgroFresh's Harvista™ is a pre-harvest product that his highly complementary with SmartFresh and has attractive growth prospects;



•

The positive financial performance of AgroFresh since 2012 on a net sales and EBITDA basis, including, in 2014, EBITDA of $95 million, and the projected continued growth of the post-Transaction company in 2015 and 2016, with AgroFresh management forecasting EBITDA of $100 million in 2015 and $104 million in 2016 and forecasting net sales of $177 million in 2015 and $190 million in 2016 (see "Proposal No. 1—Approval of the Business Combination—Boulevard's Board of Directors' Reason for the Approval of the Business Combination—Reconciliation of Non-GAAP Financial Measure");



•

The public trading market valuation of comparable companies (including Monsanto Company, Platform Specialty Products Corporation, FMC Corporation, Syngenta AG, Novozymes A/S, CHR Hansen A/S, Frutarom Industries Ltd., Naturex SA, Croda International plc, Victrex plc, Balchem Inc. and Ecolab, Inc., which we refer to collectively as the "Comparable Companies"), which have expected enterprise value/EBITDA multiples (based on public filings, Wall Street Research and FactSet as of April 29, 2015) for 2015 ranging from 11.2x to 21.0x (and a median of 13.55x), as compared to an initial market valuation of the post-Transaction company reflected in the terms of the Transaction corresponding to an enterprise value of 8.7x the AgroFresh management's forecasted 2015 EBITDA;



•

The trading market valuation of the Comparable Companies, which have expected free cash flow yields (based on public filings, Wall Street Research and FactSet as of April 29, 2015) for 2015 ranging from 2.2% to 5.6% (and a median of 4.0%), compared to the AgroFresh management's forecast of a 10.6% free cash flow yield for the post-Transaction company (free cash flow yields are defined as: the percentage equal to (a) (i) cash flow from operations minus (ii) capex divided by (b) equity value);



•

Key performance indicators of the Comparable Companies, which have expected EBITDA margins (based on public filings, Wall Street Research and FactSet as of April 29, 2015) for 2015 ranging from 14% to 44% (and a median of 24%), compared to AgroFresh management's forecast of a 57% EBITDA margin for the post-Transaction company for 2015;



•

Key performance indicators of the Comparable Companies, which have expected cash conversions (based on public filings, Wall Street Research and FactSet as of April 29, 2015) for 2015 ranging from 56% to 87% (and a median of 75.5%), compared to the AgroFresh management's forecast of a 98% cash conversion for the post-Transaction company for (cash

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conversion is defined as: the percentage equal to: (a) (i) EBITDA minus (ii) capex divided by (b) EBITDA);

•

TDCC initially will have an approximate 40% equity ownership position in the post-Transaction company; and



•

The financial and other terms and conditions of the Purchase Agreement, as reviewed by Boulevard's board of directors (see "The Purchase Agreement" beginning on page 98) and the fact that such terms and conditions are reasonable and were the product of arm's-length negotiations between Boulevard and TDCC.

Quorum and Required Vote for Proposals for the Special Meeting of Stockholders (Page 93)

        A quorum of Boulevard stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the common stock outstanding and entitled to vote at the special meeting of stockholders is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

        The approval of the Business Combination Proposal and the Incentive Plan Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock that are voted at the special meeting of stockholders. Accordingly, a Boulevard stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have no effect on the outcome of any vote on the Business Combination Proposal or the Incentive Plan Proposal.

        The approval of each of the Certificate Proposals requires the affirmative vote of the holders of a majority of the shares of our common stock. Accordingly, a Boulevard stockholder's failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against a Certificate Proposal.

        Directors are elected by a plurality of all of the votes cast by holders of shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting of stockholders. This means that the seven nominees will be elected if they receive more affirmative votes than any other nominee for the same position. Stockholders may not cumulate their votes with respect to the election of directors. Abstentions and broker non-votes will have no effect on the election of directors.

        The approval of the Adjournment Proposal requires the affirmative vote of the holders of a majority of the shares of our common stock represented in person or by proxy and entitled to vote thereon at the special meeting. Accordingly, abstentions will have the same effect as a vote "AGAINST" the Adjournment Proposal, while a broker non-vote and shares not in attendance at the special meeting will have no effect on the outcome of any vote on the Adjournment Proposal.

        The Business Combination Proposal is conditioned on each of the Certificate Proposals and the Director Election Proposal, and each of the Certificate Proposals and the Director Election Proposal are each conditioned on the Business Combination Proposal. If any of Certificate Proposals or the Director Election Proposal is not approved, the Business Combination Proposal will have no effect, even if the Business Combination Proposal is approved by the requisite vote. If the Business Combination Proposal is not approved, the Certificate Proposals and the Director Election Proposal will have no effect, even if those proposals are approved by the requisite vote. If you wish to approve the Business Combination Proposal, the Certificate Proposals or the Director Election Proposal, you must approve all of these proposals.

        The Incentive Plan Proposal is conditioned on the Business Combination Proposal.

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Recommendation to Boulevard Stockholders

        Our board of directors believes that each of the Business Combination Proposal, the Certificate Proposals, the Director Election Proposal, the Incentive Plan Proposal and the Adjournment Proposal to be presented at the special meeting of stockholders is in the best interests of the Company and our stockholders and unanimously recommends that our stockholders vote "FOR" each of the proposals.

        When you consider the recommendation of our board of directors in favor of approval of these proposals, you should keep in mind that certain of our directors and our officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•

the beneficial ownership of our Sponsor and certain of our directors to hold the 5,512,500 shares of Boulevard Common Stock currently beneficially owned by them following the Business Combination, subject to the lock-up contained in the Investor Rights Agreement, which shares would have a value of approximately $70.6 million based on the closing price of the Boulevard Common Stock on July 15, 2015;



•

the ownership of our Sponsor to hold the 6,160,000 private placement warrants to purchase shares of Boulevard Common Stock currently held by it (before giving effect to the Warrant Purchase Agreement), which warrants would have a value of approximately $22.4 million based on the closing price of Boulevard's warrants on July 15, 2015;



•

the continuation of certain of our officers and directors as directors (but not officers) of the Company;



•

the continued indemnification of current directors and officers of the Company and the continuation of directors' and officers' liability insurance after the Business Combination; and



•

the terms and conditions of the Standby Agreement and the Letter Agreement.

        Further, all of the shares of Boulevard Common Stock currently beneficially owned by our Sponsor and certain of our directors are not subject to redemption, and the private placement warrants that are held by our Sponsor would retire worthless, if the Transaction is not consummated; as a result, our directors have a financial incentive to see the Transaction consummated rather than lose any value that is attributable to those shares and warrants.

Risk Factors (Page 42)

        In evaluating the proposals set forth in this proxy statement, you should carefully read this proxy statement, including the annexes, and especially consider the factors discussed in the section entitled "Risk Factors."

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Summary Historical Financial and Other Data of Boulevard

        The following table sets forth summary historical financial information derived from Boulevard's (i) audited financial statements included elsewhere in this proxy statement for the period October 24, 2013 (inception) to December 31, 2013 and for the period ended December 31, 2014 and (ii) unaudited financial statements included elsewhere in this proxy statement for the period ended March 31, 2015. You should read the following summary financial information in conjunction with the section entitled " Boulevard Management's Discussion and Analysis of Financial Condition and Results of Operations " and Boulevard's financial statements and the related notes appearing elsewhere in this proxy statement.

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Summary Historical Combined Financial Data Of AgroFresh

        The following table contains summary historical combined financial data for AgroFresh derived from AgroFresh's (i) unaudited carve-out Combined Financial Statements for the three months ended March 31, 2015 and 2014 and (ii) audited carve-out Combined Financial Statements for the years ended December 31, 2014, 2013 and 2012. The information below is only a summary and should be read in conjunction with the information contained under the headings "AgroFresh Management's Discussion and Analysis of Financial Condition and Results of Operations," "Information About AgroFresh," and in AgroFresh's carve-out Combined Financial Statements and the related notes included elsewhere in this proxy statement.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

        The Summary Unaudited Pro Forma Condensed Combined Financial Information has been derived from, and should be read in conjunction with, the Unaudited Pro Forma Condensed Combined Financial Information included elsewhere in this proxy statement.

        The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 and for the year ended December 31, 2014 gives pro forma effect to the Business Combination and the related proposed financing transactions as if they had occurred on January 1, 2014. The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2015 assumes that the Business Combination and the related proposed financing transactions were completed on March 31, 2015.

        The Unaudited Pro Forma Condensed Combined Balance Sheet as of March 31, 2015 was derived from the Unaudited Combined Balance Sheet of the carve-out financial statements of AgroFresh, which historically operated as a combination of an indirect wholly-owned subsidiary, and operations within other subsidiaries, of TDCC, and Boulevard's unaudited condensed balance sheet, in each case, as of March 31, 2015. The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the three months ended March 31, 2015 was derived from the unaudited Combined Statements of Income and Comprehensive Income of the carve-out financial statements of AgroFresh for the three months ended March 31, 2015 and Boulevard's unaudited condensed statement of operations for the three months ended March 31, 2015. The Unaudited Pro Forma Condensed Combined Statement of Operations and Comprehensive Income for the year ended December 31, 2014 was derived from the audited Combined Statements of Income and Comprehensive Income of the carve-out financial statements of AgroFresh for the year ended December 31, 2014 and Boulevard's audited statement of operations for the year ended December 31, 2014.

        The pro forma adjustments are based on the information currently available. The assumptions and estimates underlying the pro forma adjustments are described in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information." The Unaudited Pro Forma Condensed Combined Financial Information is not necessarily indicative of what the actual results of operations would have been had the Business Combination or the related proposed financing transactions taken place on the date indicated, nor is it indicative of the future consolidated results of operations of the post-Transaction company. The Summary Unaudited Pro Forma Condensed Combined Financial Information below should be read in conjunction with the sections entitled "Unaudited Pro Forma Condensed Combined Financial Information," "Information About AgroFresh," "AgroFresh Management's Discussion and Analysis of Financial Condition and Results of Operations," and the historical financial statements and notes thereto of Boulevard and the historical carve-out Combined Financial Statements and notes thereto of AgroFresh.

        The Summary Unaudited Pro Forma Condensed Combined Financial Information presents three redemption scenarios as follows:

•

Assuming No Redemptions: This scenario assumes that no shares of Boulevard Common Stock are redeemed;



•

Assuming Redemptions of $30 million by holders of Boulevard Common Stock: This scenario assumes that three million shares of Boulevard Common Stock are redeemed, resulting in an aggregate payment of $30 million out of the Trust Account; and



•

Assuming Redemptions of $92.5 million by holders of Boulevard Common Stock: This scenario assumes that 9.25 million shares of Boulevard Common Stock are redeemed, resulting in an aggregate payment of $92.5 million out of the Trust Account. This reduction in the Trust Account of $92.5 million is assumed to result, pursuant to the Standby Agreement, in Boulevard issuing 2.5 million shares of Boulevard Common Stock to an Affiliate of the Sponsor for cash

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consideration of $25.0 million, a reduction in the cash amount payable to TDCC at Closing by $34.5 million and a corresponding increase by 3.45 million in the number of shares of Boulevard Common Stock to be received by TDCC at the Closing.

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Cautionary Note Regarding Forward-Looking Statements

        We make forward-looking statements in this proxy statement. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business, and the timing and ability for us to complete the Business Combination. Specifically, forward-looking statements may include statements relating to:

•

the benefits of the Business Combination;



•

the future financial performance of the Company following the Business Combination;



•

changes in the markets in which AgroFresh competes;



•

growth plans and opportunities, including planned product and service offerings;



•

AgroFresh's ability to increase brand loyalty and awareness;



•

AgroFresh's ability to enter into alliances and complete acquisitions of other businesses;



•

protection of AgroFresh's intellectual property rights;



•

the outcome of any known and unknown litigation; and



•

other statements preceded by, followed by or that include the words "estimate," "plan," "project," "forecast," "intend," "expect," "anticipate," "believe," "seek," "target" or similar expressions.

        These forward-looking statements are based on information available as of the date of this proxy statement, and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

        You should not place undue reliance on these forward-looking statements in deciding how to grant your proxy or instruct how your vote should be cast or vote your shares on the proposals set forth in this proxy statement. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

the occurrence of any event, change or other circumstances that could give rise to the termination of the Purchase Agreement;



•

the outcome of any legal proceedings that may be instituted against AgroFresh or Boulevard following announcement of the proposed Business Combination and transactions contemplated thereby;



•

the inability to complete the transactions contemplated by the proposed Business Combination due to the failure to obtain approval of the stockholders of Boulevard, or other conditions to closing in the Purchase Agreement;



•

the ability to obtain or maintain the listing of the Company's common stock on NASDAQ following the Business Combination;



•

the risk that the proposed Business Combination disrupts current plans and operations as a result of the announcement and consummation of the transactions described herein;



•

the ability to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things, competition, the ability to integrate the AgroFresh and

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Boulevard businesses, and the ability of the combined business to grow and manage growth profitably;

•

costs related to the Business Combination;



•

changes in applicable laws or regulations;



•

the inability to profitably expand into new markets;



•

the possibility that AgroFresh or Boulevard may be adversely affected by other economic, business, and/or competitive factors; and



•

other risks and uncertainties indicated in this proxy statement, including those under "Risk Factors."

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Risk Factors

         Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement, before they decide whether to vote or instruct their vote to be cast to approve the proposals described in this proxy statement. The risks described below are those which we believe are the material risks that we face. Additional risks not presently known to us or which we currently consider immaterial may also have an adverse effect on us. Unless otherwise stated, references to AgroFresh in this section generally refers to the Business as historically conducted on an integrated basis by AgroFresh, Inc. and through operations within other subsidiaries of TDCC globally. Any risk described below that could have an adverse impact on AgroFresh's business or financial condition may have a material adverse impact. Some statements in this proxy statement, including such statements in the following risk factors, constitute forward-looking statements. See the section entitled "Cautionary Note Regarding Forward-Looking Statements."

Risks Related to AgroFresh's Business and Industry

Increased competition in AgroFresh's industry can lead to pricing pressure, reduced margins or the inability of its products and services to achieve market acceptance.

        AgroFresh serves established and knowledgeable customers in the business of growing, storing and handling of fresh produce and flowers. Key SmartFresh™ patents have expired or will expire over the next four years.

        Actions by new or existing competitors, including introduction of competing products or services, promotions, combinations with other products or services, or price-cutting may cause lower AgroFresh sales or require actions to retain and attract customers which could adversely affect AgroFresh's profitability. Increased competition from existing or new competitors could result in price reductions, increased competition for materials, reduced margins or loss of market share, any of which could materially and adversely affect AgroFresh's business and its operating results and financial condition.

        In addition, if the prices at which AgroFresh's customers sell their products increase or decrease, the demand for AgroFresh's products or services may change. If the demand for AgroFresh's products or services decreases, there could be a significant impact on its business in the applicable location or region, resulting in a material adverse effect on its revenues and results of operations. Furthermore, if crop prices are too low, the use of some or all of AgroFresh's products or services may not be justified, since the financial benefit to the grower is diminished. This could lead to a significant reduction in demand, adversely impacting AgroFresh's business, financial condition and results of operations.

AgroFresh's relationship with its employees could deteriorate, and certain key employees could leave, which could adversely affect its business, financial condition and results of operations.

        AgroFresh's business involves complex operations and therefore demands a management team and employee workforce in each jurisdiction in which AgroFresh operates that is knowledgeable and expert in many areas necessary for its operations. As a company focused on both research and development and customer service in the highly-specialized horticultural pre- and post-harvest field, AgroFresh relies on its ability to attract and retain skilled employees, consultants and contractors, including its specialized research and development and sales and service personnel, to maintain its efficient production processes, to drive innovation in its product and service offerings and to maintain its deep customer relationships. As of April 30, 2015, AgroFresh and its affiliates employed approximately 162 full-time employees in the Business, approximately 140 of whom were members of its research and development and sales and service teams. The departure of a significant number of AgroFresh's highly skilled employees, consultants or contractors or one or more employees who hold key regional management positions could have an adverse impact on AgroFresh's operations, including as a result of customers choosing to follow a regional manager to one of its competitors.

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        In addition, to execute its growth plan, AgroFresh must attract and retain highly qualified personnel. Competition for these employees exists; new members of management must have significant industry expertise when they join AgroFresh or engage in significant training which, in many cases, requires significant time before they achieve full productivity. If AgroFresh fails to attract, train, retain, and motivate its key personnel, its business and growth prospects could be severely harmed.

        In addition, certain of AgroFresh's key full-time employees are employed outside the United States. In certain jurisdictions where AgroFresh operates, labor and employment laws may grant significant job protection to certain employees, including rights on termination of employment. In addition, in certain countries (including Brazil, France, Germany, Italy, Netherlands and Spain) where AgroFresh operates, its employees are members of unions or are represented by works councils as required by law. AgroFresh is often required to consult and seek the consent or advice of these unions and/or works councils. These laws, coupled with any requirement to consult with the relevant unions or works councils, could adversely affect AgroFresh's flexibility in managing costs and responding to market changes and could limit its ability to access the skilled employees on which its business depends.

        In addition, certain activities of the AgroFresh business have been performed historically by seasonal and part-time third-party contingent staff. Changes in market and other conditions (including changes in applicable law) affecting employees and/or contingent staff could adversely impact the cost to the AgroFresh business of maintaining its employees and third-party staffing.

AgroFresh is subject to risks relating to portfolio concentration.

        AgroFresh's business is highly dependent on a small number of products, primarily SmartFresh™, based on one active ingredient, 1-MCP applied to a limited number of horticultural products. Currently, AgroFresh derives over 90% of its revenue working with customers using SmartFresh to protect the value of apples, pears, and other produce during storage. AgroFresh expects these applications, products and active ingredients to continue to account for a large percentage of its profits in the near term. AgroFresh's ability to continue to market and sell products containing this active ingredient in existing and new crop segments is critical to its future success. In addition, this active ingredient is subject to re-registration regimes in the jurisdictions in which AgroFresh operates, and if AgroFresh fails to obtain re-registration and loses its ability to sell products containing this active ingredient in existing new crop segments, AgroFresh's business, financial condition and results of operations would be adversely affected.

AgroFresh's net sales and gross profit have historically been generated from one service platform but future growth in net sales and gross profit will depend on the development of new product and service platforms, geographic expansion and expansion into new applications. Net sales and gross profit can be expected to vary significantly depending on AgroFresh's product, service, customer, application and geographic mix for any given period, which will make it difficult to forecast future operating results.

        AgroFresh's net sales and gross profit vary among its products and services, customer groups and geographic markets. This variation will increase as AgroFresh attempts to increase sales into new geographies and applications, and as it introduces new product and service platforms. Net sales and gross profit, therefore may be different in future periods from historic or current periods. Overall gross profit margins in any given period are dependent in large part on the product, service, customer and geographic mix reflected in that period's net sales. Market conditions, competitive pressures, increased material or application costs, regulatory conditions and other factors may result in reductions in revenue or pressure on the gross profit margins of AgroFresh's business in a given period. Given the nature of AgroFresh's business and expansion plans, the impact of these factors on its business and results of operations will likely vary from period to period and across products, services, applications and geographies. As a result, AgroFresh may be challenged in its ability to forecast its future operating results.

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Potential future acquisitions may not yield the returns expected, which, in turn, could adversely affect the company's business, financial condition and results of operations after the Closing.

        We expect the company to pursue acquisitions after the Closing. Acquisitions present challenges, including geographical coordination, personnel integration and retention of key management personnel, systems integration, the potential disruption of each company's respective ongoing businesses, possible inconsistencies in standards, controls, procedures, and policies, unanticipated costs of terminating or relocating facilities and operations, unanticipated expenses relating to such integration, contingent obligations, and the reconciliation of corporate cultures. Those operations could divert management's attention from the business, cause a temporary interruption of or loss of momentum in the business, and adversely affect its results of operations and financial condition. Acquisitions are an important source of new products and active ingredients, technologies services, customers, geographies, and new channels to market. The inability to consummate and integrate new acquisitions on advantageous terms in the future could adversely affect its ability to grow and compete effectively.

        In addition, following the Closing the company might not be able to identify suitable acquisition opportunities or obtain necessary financing on acceptable terms and might also spend time and money investigating and negotiating with potential acquisition or investment targets but not complete the transaction.

        Following the Closing or acquisitions the company completes, if the new business, product or product or service portfolio does not meet its expectations for any reason, the company may not meet its forecasted results going forward. There can be no assurance that the pre-acquisition analyses and the diligence the company conducted in connection with any acquisition will uncover all material issues that may be present in a particular target business, or that factors outside of the target business and outside of its control will not later arise. In such event, the company may be required to subsequently realize restructuring, impairment or other charges that could have a significant adverse effect on its business, financial condition and results of operations.

Conditions in the global economy may directly adversely affect AgroFresh's net sales, gross profit and financial condition and may result in delays or reductions in its spending that could have a material adverse effect on its business, financial condition and results of operations.

        Although demand for fresh horticultural products is somewhat inelastic in developed economies, AgroFresh's products and services are sold in the fresh fruit and flower industries that can be affected by important changes in supply, market prices, exchange rates and general economic conditions. Delays or reductions in AgroFresh's customers' purchasing or shifts to lower-cost alternatives that result from tighter economic market conditions would reduce demand for AgroFresh's products and services and could, consequently, have a material adverse effect on AgroFresh's business, financial condition and results of operations.

AgroFresh's expansion depends on further penetration in existing markets and growth into new geographic markets, products, services and applications.

        AgroFresh's growth depends on its ability to achieve further penetration into existing markets and expand into new geographic markets where there may be little or no existing knowledge of its brands or service offerings. There are significant differences in fresh produce handling practices from geographic region to region. If AgroFresh cannot generate further penetration in existing markets or create brand awareness and successfully adapt its sales and distribution practices to such new markets, this could have an impact on its ability to generate greater revenue. Expansion into new geographic markets will require AgroFresh to establish its value proposition for local fresh produce industries and to comply with new regulatory and licensing regimes. Longer registration lead times and a relatively fragmented post-harvest infrastructure in certain jurisdictions, as well as its inability to further

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penetrate existing markets, could have a material adverse effect on AgroFresh's results of operations and prospects in those markets.

        AgroFresh's growth also depends on its ability to apply current and future technologies to an expanded range of agricultural products. If the adoption of AgroFresh's products and services by growers and packers of these agricultural products is slower than anticipated, or if the prices that these customers are willing to pay for AgroFresh's products and services are lower than anticipated, this could negatively impact AgroFresh's ability to increase revenue from current levels.

AgroFresh faces new risks from the expanded launch of its Harvista™ product.

        AgroFresh's Harvista™ relies initially on a range of service providers, some of which will require different contractual arrangements than for AgroFresh's traditional product and service offerings. Because AgroFresh cannot guarantee that there will be sufficient capacity in the near term to allow for significant adoption of the ground application utilizing a full service model, it will need to rely on spray equipment that can be standardized within the industry to permit self applications with appropriate AgroFresh product stewardship and security. Further, AgroFresh must establish application procedures and protocols for Harvista that will differ from region to region, from crop to crop and from variety to variety. AgroFresh will have to communicate such procedures and protocols to its new service provider network and work with the network to develop a level of efficiency that will support significant growth in the adoption of Harvista. It may take longer than anticipated to develop this level of efficiency with the new service provider network, which could negatively impact AgroFresh's business, financial condition and results of operations.

Failure to manage AgroFresh's growth effectively could harm its business, financial condition and operating results.

        AgroFresh's existing management systems, financial and management controls and information systems may be inadequate to support its planned expansion. Managing any such growth effectively will require AgroFresh to continue to enhance these systems, procedures and controls and to hire, train and retain management and employees and to engage new material suppliers and service providers. AgroFresh may not respond quickly enough to the changing demands that its expansion will impose on its management and existing infrastructure, which could harm its business, financial condition and results of operations. Failure to appropriately manage safety, human health, product liability and environmental risks associated with AgroFresh production processes could adversely impact employees, communities, stakeholders, the environment, AgroFresh's reputation and its business, financial condition and results of operations.

AgroFresh may be unable to respond effectively to technological changes in its industry, which could reduce the demand for its products.

        AgroFresh's future business success will depend upon its ability to maintain and enhance its technological capabilities, develop and market products, services and applications that meet changing customer needs and successfully anticipate or respond to technological changes on a cost-effective and timely basis. AgroFresh's inability to anticipate, respond to or utilize changing technologies could have an adverse effect on its business, financial condition or results of operations. Maintaining and enhancing technological capabilities and developing new products may require significant investments in research and development.

        AgroFresh's future growth will depend on its ability to gauge the direction of the commercial and technological progress in all key end markets and upon its ability to successfully gain access to and develop and market products and services in such changing end markets. AgroFresh needs to continue to identify, develop and market innovative products and services on a timely basis to replace existing

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products and services in order to maintain its profit margins and its competitive position. AgroFresh may not be successful in developing new products, services and technology that successfully compete or be able to anticipate changing customer needs and preferences, and its customers may not accept one or more of its new products or services. If AgroFresh fails to keep pace with evolving technological innovations or fails to modify its products and services in response to customers' needs or adapt quickly to changes in customer preferences, then AgroFresh's business, financial condition and results of operations could be adversely affected.

AgroFresh currently relies on a limited number of suppliers to produce certain key components of its products.

        AgroFresh relies on unaffiliated contract manufacturers, both domestically and internationally, to produce certain key components of its products. There is limited available manufacturing capacity that meets AgroFresh's quality standards and regulatory requirements, especially for the manufacturing of the active ingredient, 1-MCP. Although AgroFresh currently has sufficient inventory for approximately two years of expected product needs, its 1-MCP needs are currently sourced from a single qualified supplier. If AgroFresh is unable to arrange for sufficient production capacity among its contract manufacturers or its contract manufacturers encounter production, quality, financial, or other difficulties, including labor or geopolitical disturbances, AgroFresh may encounter difficulty in meeting customer demands as the manufacture of AgroFresh products may not be easily transferable to other sites, or may cause AgroFresh to make financial accommodations to such contract manufacturer or otherwise take steps to avoid or minimize supply disruption. AgroFresh may be unable to locate an additional or alternate contract manufacturing arrangement that meets its quality controls and standards and regulatory requirements in a timely manner or on commercially reasonable terms, if at all. Any such difficulties could have an adverse effect on AgroFresh's business, financial condition and results of operations, which could be material.

In some jurisdictions, AgroFresh is dependent on independent distributors to distribute its products.

        AgroFresh relies in some jurisdictions on independent distributors to distribute its products and to assist it with the marketing, sale and servicing of certain of its products. AgroFresh cannot assure you that its distributors will focus adequate resources on selling its products and services to end-users or will be successful in selling them. Many of AgroFresh's potential distributors are in the business of distributing and sometimes manufacturing other, possibly competing, agrochemical products. If AgroFresh is unable to establish or maintain successful relationships with independent distributors, AgroFresh will need to further develop its own sales and distribution capabilities, which would be expensive and time-consuming and the success of which would be uncertain, and which would adversely affect its results of operations, cash flows or financial condition. In addition, the distribution of AgroFresh's products could be disrupted by a number of factors, including labor issues, failure to meet customer standards, bankruptcy or other financial issues affecting its third-party providers, or other issues affecting any such third party's ability to meet its distribution requirements, which could materially adversely affect its business, financial condition and results of operations.

AgroFresh's intellectual property and proprietary rights are integral to its business. AgroFresh's business and results of operations could be adversely affected if it fails to protect its intellectual property and proprietary rights.

        AgroFresh's success depends to a significant degree upon AgroFresh's ability to protect and preserve AgroFresh's intellectual property rights, trade secrets and the rights to AgroFresh's proprietary processes, methods, formulations and other technology. Failure to protect AgroFresh's existing intellectual property rights may result in the loss of valuable technologies or in AgroFresh's having to pay other companies for infringing on their intellectual property rights. AgroFresh relies on confidentiality agreements and patent, trade secret and trademark, as well as judicial enforcement of all of the foregoing to protect such technologies and intellectual property rights. In addition, some of AgroFresh's technologies are not or will not be covered by any patent or patent application.

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        AgroFresh may be unable to prevent third parties from using AgroFresh's intellectual property and other proprietary information without AgroFresh's authorization or from independently developing intellectual property and other proprietary information that is similar to AgroFresh's, particularly in countries other than the United States. The protection afforded by patents on some of this intellectual property varies based on country and scope of individual patent coverage, as well as the availability of legal remedies in each country. The use of AgroFresh's intellectual property and other proprietary information by others could reduce or eliminate any competitive advantages AgroFresh has developed, cause AgroFresh to lose sales or otherwise harm its business. If it becomes necessary for AgroFresh to litigate to protect these rights; any proceedings could be burdensome and costly, and AgroFresh may not prevail.

        AgroFresh's patents also may not provide it with any competitive advantage and may be challenged by third parties. Further, AgroFresh's competitors may attempt to design around AgroFresh's patents. AgroFresh's competitors may also already hold or have applied for patents in the United States or abroad that, if enforced or issued, could prevail over AgroFresh's patent rights or otherwise limit AgroFresh's ability to manufacture or sell one or more of AgroFresh's products in the United States or abroad. With respect to AgroFresh's pending patent applications, AgroFresh may not be successful in securing patents for these claims. AgroFresh's failure to secure these patents may limit AgroFresh's ability to protect inventions that these applications were intended to cover. In addition, the expiration of a patent can result in increased competition with consequent erosion of profit margins.

        Competitors or other parties may, from time to time, assert issued patents or other intellectual property rights against AgroFresh. If AgroFresh is legally determined to infringe or violate the intellectual property rights of another party, AgroFresh may have to pay damages, stop the infringing use or attempt to obtain a license agreement with the owner of such intellectual property. Further, even if AgroFresh is successful in defending its rights, such litigation could be burdensome and costly.

        In some cases, AgroFresh relies upon unpatented proprietary manufacturing expertise, continuing technological innovation and other trade secrets to develop and maintain AgroFresh's competitive position. While AgroFresh generally will enter into confidentiality agreements with its employees and third parties to protect its intellectual property, AgroFresh's confidentiality agreements could be breached and may not provide meaningful protection for AgroFresh's trade secrets or proprietary manufacturing expertise. In addition, adequate remedies may not be available in the event of unauthorized use or disclosure of AgroFresh's trade secrets or manufacturing expertise. Violations by others of AgroFresh's confidentiality agreements and the loss of employees who have specialized knowledge and expertise could harm AgroFresh's competitive position and cause AgroFresh's sales and operating results to decline as a result of increased competition.

        AgroFresh relies on technical know-how and trade secrets for both SmartFresh™ services and manufacturing. If competitors of AgroFresh are able to copy such technical know-how and/or trade secret, it may adversely impact AgroFresh's competitive advantage.

        In addition, AgroFresh relies on both registered and unregistered trademarks to protect its name and brands. Failure by AgroFresh to adequately maintain the quality of its products and services associated with its trademarks or any loss to the distinctiveness of AgroFresh's trademarks may cause it to lose certain trademark protection, which could result in the loss of goodwill and brand recognition in relation to AgroFresh's name and products and services. In addition, successful third-party challenges to the use of any of AgroFresh's trademarks may require AgroFresh to rebrand its business or certain products or services associated therewith.

        The failure of AgroFresh's patents, applicable intellectual property law or AgroFresh's confidentiality agreements to protect AgroFresh's intellectual property and other proprietary information, including its processes, apparatuses, technology, trade secrets, trade names and proprietary manufacturing expertise, methods and compounds, or if AgroFresh is unsuccessful in its judicial

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enforcement proceedings, could have a material adverse effect on AgroFresh's competitive advantages and could have a material adverse effect on AgroFresh's business, results of operations and share price.

        As AgroFresh's patents mature, they will eventually expire. As key SmartFresh™ patents have expired or will expire over the next four years, if AgroFresh is not able to achieve further differentiation of its products and services through patented mixtures, new formulations, new delivery systems, new application methods or other means of obtaining extended patent protection, its ability to prevent competitors from developing and registering similar products could have an adverse effect on AgroFresh's sales of such product.

AgroFresh may experience claims that its products infringe the intellectual property rights of others, which may cause AgroFresh to incur unexpected costs or prevent it from selling its products or services.

        AgroFresh continually seeks to improve its business processes and develop new products and applications. A substantial amount of intellectual property exists that AgroFresh must continually monitor to avoid infringement. AgroFresh cannot guarantee that it will not experience claims that AgroFresh's processes and products infringe issued patents (whether present or future) or other intellectual property rights belonging to others.

        From time to time, AgroFresh opposes patent applications that it considers overbroad or otherwise invalid in order to maintain the ability to operate freely in AgroFresh's various business lines without the risk of being sued for patent infringement. If, however, patents are subsequently issued on any such applications by other parties, or if patents belonging to others already exist that cover AgroFresh's products, processes or technologies, AgroFresh could experience claims for infringement or have to take other remedial or curative actions to continue its manufacturing and sales activities with respect to one or more products. Such actions could include payment of damages, stopping the use, obtaining licenses from these parties or substantially re-engineering AgroFresh's products or processes in order to avoid infringement. AgroFresh may not be able to obtain the necessary licenses on acceptable terms, or at all, or be able to re-engineer its products successfully. Moreover, if AgroFresh is sued for infringement and loss, it could be required to pay substantial damages or be enjoined from using or selling the infringing products or technology. Further, intellectual property litigation is expensive and time-consuming, regardless of the merits of any claim, and could divert AgroFresh's management's attention from operating its business.

Adverse weather conditions and other natural phenomena can adversely affect AgroFresh's results of operations.

        Production of the crops on which AgroFresh's products and services are used and, therefore, its business is vulnerable to weather conditions and natural disasters such as storms, tsunamis, hail, tornadoes, freezing conditions, extreme heat drought, and floods. Unfavorable weather conditions and natural disasters can reduce acreage planted, lead to modified crop selection by growers and affect the timing and overall yield of harvest, each of which may reduce or otherwise alter demand for its products and services and adversely affect its business and results of operations. Weather conditions and natural disasters also affect decisions of AgroFresh's distributors, direct customers and end-users about the types and amounts of products and services to purchase and the timing of use of such products and services. Delays by growers in harvesting can result in deferral of orders to a future quarter or decisions to forego orders altogether in a particular growing season, either of which would negatively affect AgroFresh's sales in the affected period. Climatic and weather conditions and other variables that are difficult to forecast can lead to changes in growing seasons, fruit quality and harvest timing with the result that sales of AgroFresh's products may vary substantially from year to year and quarter to quarter and from AgroFresh's internal forecasts.

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Seasonality may cause fluctuations in AgroFresh's revenue and operating results.

        Historically, AgroFresh's operations have been seasonal, with a greater portion of total net revenue and operating income occurring in the third and fourth calendar quarters. As a result of seasonality, any factors that would negatively affect AgroFresh's third and fourth quarter results in any year, including severe weather conditions and natural disasters that affect decisions by AgroFresh's customers and end-users about the types and amounts of products and services to purchase and the timing of use of such products and services, could have an adverse impact on AgroFresh's business, financial condition and results of operations for the entire year.

AgroFresh's products are highly regulated by governmental agencies in the countries where it does business. AgroFresh's failure to obtain regulatory approvals, to comply with registration and regulatory requirements or to maintain regulatory approvals would have an adverse impact on AgroFresh's ability to market and sell its products.

        AgroFresh's pre- and post-harvest products are subject to technical review and approval by government authorities in each country where AgroFresh wishes to sell its products. The regulatory requirements are complex and vary from country to country. They are also subject to frequent changes as new data requirements arise in response to scientific developments. There is a general international consensus as evidenced, for example, by the standards and guidelines issued by the Organization for Economic Co-operation and Development, or OECD, on the data needed in order to evaluate the safety of agrochemicals products before they can be placed on the market. In addition, each country has its own legislative process and specific requirements in order to determine if identified risks are acceptable and can be managed in the local context.

        AgroFresh must transfer registrations in each country as a part of its separation from TDCC to an independent, stand-alone company. In most countries, new entities now exist. Where there is no new entity, suitable alternative s must be identified. In the interim, the registrations must remain with TDCC to ensure business continuity, and TDCC has agreed, to the extent permitted by applicable law, to give AgroFresh continued access to such registrations while they are transferred from TDCC. TDCC must maintain the TDCC entities holding these registrations until the country specific registration transfers are complete.

        To obtain new registrations, it is necessary to have a local registrant, and to understand the regulatory requirements in each country, including those that are anticipated to be in place at the time of registration submission and at the time of registration decision making by the relevant government authority, which may be several years in the future. A significant investment in registration data is required (covering all aspects from manufacturing specifications through storage and transport, use, and, finally, disposal of unwanted product and used containers) to ensure that product performance (bioefficacy), intrinsic hazards and use patterns are fully characterized. Risk assessments are conducted by government regulatory authorities, and they make the final decision on whether the documented risk associated with a product and active ingredient (AI) is acceptable prior to granting approval for sale. In this process, government decisions may be delayed due to requirements for additional data or internal administrative processes. There is a risk that registration of a new product may not be obtained or that a product label may be severely reduced, restricting the use of the product. If these circumstances arise, there is a risk that the substantial investments made in product development will not lead to the projected sales that justified the investment, and AgroFresh's business, financial condition and results of operations may be adversely affected by failure to obtain new registrations.

        Compliance with the prevailing regulations in countries in which AgroFresh does business is essential. If AgroFresh fails to comply with government requirements, AgroFresh could have registrations withdrawn immediately (loss of sales), suffer financial penalties (fines) and suffer reputational damage that could materially and adversely affect its business and its regulatory success in

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the future. This could result in an adverse impact on AgroFresh's results of operations and financial condition.

Changes in applicable regulations and regulatory processes could limit or restrict the ability of AgroFresh to conduct its business.

        Public awareness of, and concern about, the use of chemicals in food production has been increasing. Concerns about issues such as chemical residues in foods, agricultural worker safety and environmental impacts of agrochemicals (such as impacts on groundwater or non-target species, such as fish, birds and bees) could result in additional scrutiny of, or adversely affect the market for, AgroFresh's products, even when these products have been approved by governmental authorities. For example, such concerns could result in continued pressure for more stringent regulatory intervention and potential liability relating to health concerns arising from the use of AgroFresh products in food preparation or the impact its products may have on the environment. These concerns could also influence public and customer perceptions, including purchasing preferences, the viability of AgroFresh's products, AgroFresh's reputation and the cost to comply with regulations, all of which could have a material adverse impact on AgroFresh's business. Some types of products that AgroFresh manufactures have been subject to such scrutiny in the past, and some categories of products that AgroFresh produces are currently under scrutiny and others may be in the future.

        In accordance with a regulation of the European Parliament and of the Council of the European Union, in May 2014 the EU Commission proposed a List of Candidates for Substitution (Cfs), which included 1-MCP. In a subsequent press release published on January 27, 2015, the Commission clarified that the list is neither a list of banned substances nor as a ranking of Cfs, and that all active substances on the list will still be available on the market and are deemed acceptable, but could be substituted in time if a viable alternative is made available. AgroFresh has conducted studies, which have been submitted to the authorities, to support its position that 1-MCP should be removed from the Cfs list.

        Products that are already approved are subject to periodic review by regulatory authorities in many countries; such reviews frequently require the provision of new data and the conduct of more complex risk assessments. The outcome of reviews of existing registrations cannot be guaranteed; registrations may be modified or cancelled. Since all government regulatory authorities have the right to review existing registrations at any time, the sustainability of the existing portfolio cannot be guaranteed. Existing registrations may be lost at any time, resulting in an immediate impact on sales.

        Prior to expiration, it is necessary to renew registrations. The renewal period and processes vary by country and may require additional studies to support the renewal process. Failure to comply could result in cancellation of the registration, resulting in an impact on sales.

Negative publicity relating to AgroFresh's products could reduce sales.

        AgroFresh's success depends both on its customers' perception of its effectiveness and on end-consumer's perception of the safety of its products. AgroFresh may, from time to time, be faced with negative publicity relating to public health concerns, customer complaints or litigation alleging illness or injury, employee, staffing and supplier relationships or other matters, regardless of whether the allegations are valid or whether AgroFresh is found to be responsible. Given the global nature of the business, the negative impact of adverse publicity relating to one product or in one geographic region may extend far beyond the product or the country involved to affect other parts of AgroFresh's business. The risk of negative publicity is particularly great with respect to the performance of service providers because AgroFresh is limited in the manner in which it can control them, especially on a real-time basis. The considerable expansion in the use of social media over recent years can further amplify any negative publicity that could be generated by such incidents.

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        Additionally, employee and/or staffing-related claims against AgroFresh based on, among other things, wage and hour violations, discrimination, harassment or wrongful termination may also create negative publicity that could adversely affect AgroFresh and divert its financial and management resources that would otherwise be used to benefit the future performance of its operations. A significant increase in the number of these claims or an increase in the number of successful claims would have a material adverse effect on AgroFresh's business, financial condition and results of operations. Customer demand for AgroFresh's products and the AgroFresh brand's value could diminish significantly if any such incidents or other matters create negative publicity or otherwise erode customer confidence in AgroFresh or its products, which would likely result in lower sales and could have a material adverse effect on its business, financial condition and results of operations.

New information or a change in consumer attitudes and preferences regarding diet and health could result in changes in regulations and consumer consumption habits, which could have an adverse effect on AgroFresh's business, financial condition and results of operations.

        Regulations and consumer eating habits may change as a result of new information or attitudes regarding diet and health. Such changes may include responses to scientific studies on the health effects of particular food items or federal, state and local regulations that impact consumer perception of and demand for the produce to which AgroFresh products are applied. AgroFresh may not be able to effectively respond to changes in consumer health perceptions or to modify its product offers to reflect trends in eating habits, which could have a material adverse effect on its business, financial condition and results of operations.

        Use of current AgroFresh products is not compatible with "organic" labeling standards in all jurisdictions. As such, an increase in consumer preference for organic produce could negatively affect the demand for AgroFresh products or services. Similarly, a shift in consumer preferences away from fresh produce in favor of frozen or otherwise processed food products, or towards "seasonal" or locally grown produce, could negatively affect the demand for AgroFresh products or services.

AgroFresh may be required to pay substantial damages for product liability claims or other legal proceedings.

        AgroFresh may become involved in lawsuits concerning crop damage and product inefficacy claims, in addition to intellectual property infringement disputes, claims by employees, or former employees or contingent staff, and general commercial disputes. Pending and future lawsuits may have outcomes that may be material to AgroFresh's results of operations and financial condition, limit its ability to engage in its business activities, or result in negative publicity. AgroFresh's insurance may not apply to or fully cover any liabilities it incurs as a result of these lawsuits.

        AgroFresh may face potential product liability claims for or relating to products it has sold and products that it may sell in the future. Such claims may be significant to its business, are complex in nature, and have outcomes that are difficult to predict. Since AgroFresh's products are used in the food chain on a global basis, any such product liability claim could subject AgroFresh to litigation in multiple jurisdictions. Product liability claims, regardless of their merits or their ultimate outcomes, are costly, divert management's attention, and may adversely affect AgroFresh's reputation and demand for its products and may result in significant damages. AgroFresh cannot predict with certainty the eventual outcome of pending or future product liability claims. Any of these negative effects resulting from product liability claims could adversely affect AgroFresh's results of operations, cash flows, or financial condition. These risks exist even with respect to products that have received, or may in the future receive, regulatory approval, registration, and clearance for commercial use. Unexpected quality or efficacy concerns can arise with respect to marketed products, whether or not scientifically justified, leading to product recalls, withdrawals, or declining sales, as well as product liability, personal injury and/or other claims.

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AgroFresh's results of operations are subject to exchange rate and other currency risks. A significant movement in exchange rates could adversely impact its results of operations and cash flows.

        AgroFresh conducts its business in many different currencies, primarily the U.S. dollar and the Euro. Accordingly, currency exchange rates affect its operating results. The effects of exchange rate fluctuations on AgroFresh's future operating results are unpredictable because of the number of currencies in which AgroFresh does business and the potential volatility of exchange rates. AgroFresh is also subject to the risks of currency controls and devaluations. Currency controls may limit its ability to convert currencies into U.S. dollars or other currencies, as needed, or to pay dividends or make other payments from funds held by subsidiaries in the countries imposing such controls, which could adversely affect AgroFresh's liquidity. Currency devaluations could also negatively affect AgroFresh's operating margins and cash flows. For example, if the U.S. dollar were to strengthen against a local currency, AgroFresh's operating margin would be adversely impacted in the country to the extent significant costs are denominated in U.S. dollars while its revenues are denominated in such local currency. AgroFresh operates in countries that have experienced hyperinflation in recent years, which amplifies currency risk.

Changes in AgroFresh's customers' practices and processes can reduce the demand for AgroFresh's products and services.

        AgroFresh's products and services are used significantly in the growing, storage and handling of fresh produce and other crops, and flowers. Changes, including buyer's preferences, longer shelf-life varieties and technological changes, in its customers' practices or processes may make AgroFresh's products and services unnecessary, which would reduce the demand for those products and services. AgroFresh has had, and may continue to have, customers that find alternative materials, practices or processes and therefore no longer require AgroFresh's products or services.

AgroFresh is expanding its use of the distributor model.

        AgroFresh has entered into long-term distribution relationships for its products in China, Russia, Israel, South Korea, Japan, and Mexico. As a result, delivery of services and products in these jurisdictions relies on the performance of a small number of contractual counterparties, and AgroFresh is not directly involved in sales and service provider relationships. The failure to properly perform by, switch to the competition or loss of, one or more of such distributors could have a material adverse effect on the business, financial condition and results of operations of AgroFresh.

AgroFresh's substantial international operations subject it to risks, including unfavorable political, regulatory, labor, tax and economic conditions in other countries that could adversely affect its business, financial condition and results of operations.

        Currently, AgroFresh operates, or others operates on its behalf, in more than 40 countries, in addition to its operations in the United States. AgroFresh expects sales from international markets to represent an increasing portion of AgroFresh's net sales. Accordingly, its business is subject to risks related to the different legal, political, social and regulatory requirements and economic conditions of many jurisdictions. Risks inherent in AgroFresh's international operations include the following:

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agreements and intellectual property rights may be difficult to enforce and receivables difficult to collect through a foreign country's legal system;



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foreign customers may have increased credit risk and different financial conditions, which may necessitate longer payment cycles or result in increased bad debt write-offs or additions to reserves related to its foreign receivables;

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foreign countries may impose additional withholding taxes or otherwise tax its foreign income, impose tariffs or adopt other restrictions on foreign trade or investment, including currency exchange controls;



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foreign exchange controls may delay, restrict or prohibit the repatriation of funds, and any restrictions on the repatriation of funds may result in adverse tax consequences and tax inefficiencies;



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U.S. export licenses may be difficult to obtain;



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import licenses and permits may be difficult to obtain at the country of destination;



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there may be delays and interruptions in transportation and importation of AgroFresh products;



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fluctuations in exchange rates may affect product or service demand and may adversely affect the profitability in U.S. dollars of products and services in markets where payment for its products and services is made in currencies other than the U.S. dollar;



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general economic conditions in the countries in which it operates, including fluctuations in gross domestic product, interest rates, market demand, labor costs and other factors beyond its control, could have an adverse effect on its net sales in those countries;



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AgroFresh's results of operations in a particular country could be affected by political or economic instability on a country-specific or global level from various causes, including the possibility of hyperinflationary conditions, natural disasters and terrorist activities and the response to such conditions and events;



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AgroFresh may experience difficulties in staffing and managing multi-national operations, including the possibility of labor disputes abroad;



•

unexpected adverse changes in foreign laws or regulatory requirements may occur, including environmental, health and safety laws and laws and regulations affecting export and import duties and quotas;



•

governmental policies, including farm subsidies, tariffs, tenders, and commodity support programs, as well as other factors beyond its control, such as the prices of fertilizers, seeds, water, energy and other inputs, and the prices at which crops may ultimately be sold, which could influence the number of acres planted, the mix of crops planted and the demand for agrochemicals;



•

compliance with a variety of foreign laws and regulations may be difficult;



•

public attitudes toward treatment of foods, including fresh produce, may be negative in certain countries and may present challenges to the adoption of AgroFresh's products and services;



•

AgroFresh may be subject to the risks of divergent business expectations resulting from cultural incompatibility; and



•

overlap of different tax regimes may subject AgroFresh to additional taxes.

AgroFresh generally does not have long-term contracts with its customers or its service providers.

        With some exceptions, AgroFresh's relationships with its customers are based primarily upon one-year agreements or individual sales orders. As such, its customers could cease buying their products or services from AgroFresh at any time, for any reason, with little or no recourse. If multiple customers, or a material customer elected not to purchase products or services from AgroFresh, its business prospects, financial condition and results of operations could be adversely affected.

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        AgroFresh's traditional service model relies on short-term contracts with a large number of service providers who apply its products in most jurisdictions for its customers. Service providers' investment in the equipment necessary to provide services to customers is also minimal. As a result, service providers could cease providing services or provide services for a competitor upon relatively short notice. If multiple service providers or a material service provider elected not to provide services on behalf of AgroFresh, AgroFresh's business, financial condition and results of operations could be adversely affected.

Increases in costs or reductions in the supplies of raw materials AgroFresh uses in its manufacturing process could materially and adversely affect its results of operations.

        AgroFresh uses a variety of raw materials in its manufacturing and packaging processes. AgroFresh's operations depend upon its or its contract manufacturers obtaining adequate supplies of raw materials on a timely basis. AgroFresh typically purchases its major raw materials on a contract or as-needed basis from outside sources. The availability and prices of raw materials may be subject to curtailment or change due to, among other things, the financial stability of AgroFresh's suppliers, suppliers' allocations to other purchasers, interruptions in production by suppliers, new laws or regulations, changes in exchange rates and worldwide price levels. Additionally, AgroFresh cannot guarantee that, as its supply contracts expire, it will be able to renew them, or if they are terminated, that AgroFresh will be able to obtain replacement supply agreements on terms favorable to AgroFresh. AgroFresh's results of its packaging or external manufacturing operations could be adversely affected if AgroFresh, or its contract manufacturers on AgroFresh's behalf, are unable to obtain adequate supplies of raw materials in a timely manner or if the costs of raw materials increase significantly.

Joint development, distribution, manufacturing or venture investments that AgroFresh enters into could be adversely affected by its lack of sole decision-making authority, its reliance on partners' operational capabilities, strategic decisions and financial condition, and disputes between AgroFresh and its collaborating partners.

        AgroFresh has a limited number of joint development and distribution agreements, and may enter into new ones in the future. Investments through joint research, development, registration, manufacturing, distribution, or other joint entities (collectively "collaborations") may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that collaboration partners might be sold, become bankrupt, fail to fund their share of required investments, fail to meet collaboration milestones, elect to change strategy, make poor business decisions or block or delay necessary decisions. Collaboration partners may develop economic or other business interests or goals which could conflict and become incompatible with AgroFresh business interests, and may be in a position to take actions opposed to AgroFresh strategy and objectives. Such collaborations may also have the potential risk of impasses on decisions, because neither AgroFresh nor its collaborating partners would have full control over the partnership or joint collaboration. Disputes between AgroFresh and its collaborating partners may result in arbitration or litigation that would increase its expenses and prevent the members of AgroFresh management team from focusing their time and effort on the business. Consequently, action by, or disputes with, AgroFresh collaboration partners might result in subjecting the projects, investments or facilities owned by the partnership or collaboration to additional risk. In addition, AgroFresh may in certain circumstances be liable for the actions of its collaborating partners, which could materially and adversely affect AgroFresh's business, financial condition and results of operations.

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AgroFresh is subject to credit risks related to its accounts receivable, and failure to collect its accounts receivable could adversely affect its results of operations and financial condition.

        The failure to collect outstanding receivables could have an adverse impact on AgroFresh's business, financial condition and results of operations. If the financial condition of AgroFresh's customers were to deteriorate, resulting in an impairment of their ability to make payments, then AgroFresh might be required to make additional allowances, which would adversely affect its results of operations in the period in which the determination or allowance was made. Bad debt write offs were less than .5% of revenues in each of 2012, 2013, and 2014.

        While AgroFresh occasionally obtains letters of credit or other security for payment from customers or distributors, enforcing that security is a lengthy and expensive process, and the eventual sale of the security may not ultimately cover the underlying trade receivable balance. Accordingly, AgroFresh is not protected against accounts receivable default or bankruptcy by these entities. The current economic climate and volatility in the price of the underlying agricultural commodities could increase the likelihood of such defaults and bankruptcies. If a material portion of AgroFresh's customers or distributors were to become insolvent or otherwise were not able to satisfy their obligations to AgroFresh, it would be materially harmed.

AgroFresh licenses patent rights from third parties. If AgroFresh is not able to enter into future licenses on commercially reasonable terms, if such third parties do not properly maintain or enforce the patents underlying such existing or future licenses, or if AgroFresh fails to comply with its obligations under such licenses, its competitive position and business prospects could be adversely affected.

        AgroFresh is a party to license agreements that give it rights to third-party intellectual property that may be necessary or useful for its business, and AgroFresh may enter into additional licenses in the future. If AgroFresh is unable to enter into licensing arrangements on favorable terms in the future, its business may be adversely affected. In addition, if the owners of the patents AgroFresh licenses do not properly maintain or enforce the patents underlying such licenses, AgroFresh's competitive position and business prospects could be harmed. Without protection for the intellectual property AgroFresh licenses, other companies might be able to offer substantially similar or identical products and/or services for sale, which could adversely affect AgroFresh's competitive business position and harm its business prospects.

        If AgroFresh fails to comply with its obligations under license agreements, its counterparties may have the right to terminate these agreements, in which event it may not be able to develop, manufacture, register, or market, or may be forced to cease developing, manufacturing, registering, or marketing, any product or service that is covered by these agreements or may face other penalties under such agreements. Such an occurrence could materially adversely affect the value of the applicable ingredient or formulated products and/or services provided by AgroFresh and have an adverse effect on its business, financial condition and results of operations.

If the data AgroFresh supplies to registration authorities is used by other companies to obtain their own product registrations, "generic" copies of products in AgroFresh's portfolio could enter the market, and its business position could be adversely affected.

        In many countries, toxicity studies, data and other information relied upon by registration authorities in support of a product registration are granted "data protection" for a period of up to 15 years after the date upon which the data were originally submitted. In addition to the period of data compensability, there is in many geographies an exclusive use period of 10 years during which other companies may not legally cite AgroFresh's data in support of registration submissions without its written permission. In some countries, there is also a period of time during which companies may cite another company's data upon payment of data compensation. In other countries, there is no legislation

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at all that effectively prevents third parties from citing AgroFresh's proprietary regulatory data. Furthermore, after the exclusive use period and data compensation period have expired, as will be the case with respect to AgroFresh data in Europe in 2016, any third party would be free to cite AgroFresh's data in support of its registration submissions. The possibility that third parties can use AgroFresh's registration data to obtain their own product registrations can adversely affect AgroFresh's business, financial condition and results of operations by allowing "generic" copies of products in its portfolio into the market.

Failure to comply with the Foreign Corrupt Practices Act, or FCPA, and other similar anti-corruption laws, could subject AgroFresh to penalties and damage its reputation.

        AgroFresh is subject to the FCPA, which generally prohibits U.S. companies and their intermediaries from making corrupt payments to foreign officials for the purpose of obtaining or keeping business or otherwise obtaining favorable treatment and requires companies to maintain certain policies and procedures, including maintenance of adequate record-keeping and internal accounting practices to accurately reflect transactions. Certain of the jurisdictions in which AgroFresh conducts business are at a heightened risk for corruption, extortion, bribery, pay-offs, theft and other fraudulent practices. Under the FCPA, U.S. companies may be held liable for actions taken by their strategic or local partners or representatives. Other jurisdictions in which AgroFresh operates have adopted similar anti-corruption, anti-bribery, and anti-kickback laws to which it is subject. If AgroFresh, or its intermediaries, fail to comply with the requirements of the FCPA, or similar laws of other countries, governmental authorities in the United States or elsewhere, as applicable, could seek to impose civil and/or criminal penalties, which could damage AgroFresh's reputation and have a material adverse effect on its business, financial condition and results of operations.

        In the day-to-day conduct of the business, particularly in its efforts and obtaining and maintaining product registrations, AgroFresh is in frequent contact with persons who may be considered government officials under applicable anti-corruption, anti-bribery and anti-kickback laws, and, therefore, AgroFresh is subject to an increased risk of violations. In many of the countries in which AgroFresh operates, particularly those with developing economies, it is or has been common for government officials and businesses to engage in business practices that are prohibited by these laws. AgroFresh's employees, distributors, dealers and agents may not always take actions that are consistent with AgroFresh's policies designed to ensure compliance, particularly when they are confronted by pressures from competitors and others to act in a manner that is inconsistent with such policies. Violations of anti-corruption, anti-bribery or anti-kickback laws or regulations could have an adverse effect on AgroFresh's business. If AgroFresh does not properly implement and maintain practices and controls with respect to compliance with applicable anti-corruption, anti-bribery and anti-kickback laws, or if AgroFresh fails to enforce those practices and controls properly, AgroFresh may be subject to regulatory sanctions, including administrative costs related to governmental and internal investigations, civil and criminal penalties, injunctions and restrictions on its business activities, all of which could materially and adversely affect its business, financial condition and results of operations.

AgroFresh relies heavily on information technology, and any material failure, weakness, interruption or breach of security could prevent it from effectively operating its business.

        AgroFresh's operations rely heavily on information systems for management of its supply chain, payment of obligations, collection of cash, credit and debit card transactions and other processes and procedures. AgroFresh's planned AdvanStore™ product offering relies particularly heavily on information systems for monitoring, data collection and analysis. AgroFresh's ability to efficiently and effectively manage its business depends significantly on the reliability and capacity of these information systems. AgroFresh's operations depend upon its ability to protect its computer equipment and systems, which, in the case of AdvanStore systems, are not located within AgroFresh's physical control, against

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damage from physical theft, fire, power loss, telecommunications failure or other catastrophic events, as well as from internal and external security breaches, viruses and other disruptive problems. The failure of these systems to operate effectively, maintenance problems, upgrading or transitioning to new platforms, or a breach in security of these systems could result in delays in customer service and reduce efficiency in AgroFresh's operations. Remediation of such problems could result in significant, unplanned capital investments.

AgroFresh uses hazardous materials in its business and is subject to regulation and potential liability under environmental laws.

        AgroFresh's business is subject to a wide range of stringent laws and regulations that relate to the raw material supply chain, environmental compliance and disposition of any hazardous wastes. As with any chemical manufacturing enterprise, there are inherent hazards associated with chemical manufacturing and the related storage and transportation of raw materials, and the potential that accidents or noncompliance with laws and regulations by AgroFresh, or its contract manufacturers, could disrupt AgroFresh's operations or expose it to significant losses or liabilities. AgroFresh cannot predict the adverse impact that new environmental regulations, or new interpretations of existing regulations, might have on the research, development, production, and marketing of its products.

        AgroFresh relies on unaffiliated contract manufacturers to produce certain products or key components of products. Also, AgroFresh's suppliers or toll manufacturers may use hazardous materials in connection with producing AgroFresh's products. AgroFresh may also from time to time send wastes to third parties for disposal. In the event of a lawsuit or investigation, AgroFresh could be subject to claims for liability for any injury caused to persons or property by exposure to, or release of, such hazardous materials or wastes. Further, AgroFresh may be required to indemnify its suppliers, toll manufacturers, or waste disposal contractors against damages and other liabilities arising out of the production, handling, or storage of AgroFresh's products or raw materials or the disposal of related wastes. Such indemnification obligations could have an adverse effect on AgroFresh's business, financial condition and results of operations.

An impairment of goodwill could negatively impact AgroFresh's financial results.

        AgroFresh periodically assesses goodwill for impairment. If an initial qualitative assessment identifies that it is more likely than not that the carrying value exceeds its estimated fair value, additional quantitative testing is performed. AgroFresh may also elect to skip the qualitative testing and proceed directly to quantitative testing. If the quantitative testing indicates that goodwill is impaired, the carrying value of goodwill is written down to fair value with a charge against earnings. Since AgroFresh utilizes a discounted cash flow methodology to calculate its fair value, continued weak demand for a specific product line could result in an impairment. Accordingly, any determination requiring the write-off of a significant portion of goodwill could negatively impact AgroFresh's financial condition and results of operations.

Risks Related to AgroFresh's Separation from TDCC

AgroFresh's inability to transition successfully to being an independent company may have a material adverse effect on the business or results of operations.

        AgroFresh is a part of the integrated operations of TDCC. As a result of the Transaction, AgroFresh will become an independent company and it cannot be assured that AgroFresh will make the transition successfully. For example, certain of AgroFresh accounting and information technology systems have historically been a part of TDCC's larger operations and may not be able to successfully transition to independent operations in a timely manner, or at all, or at a higher than anticipated cost. Any delays in implementing required systems may lead to increased operating expenses. Any failure or

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delay in implementing these systems could also result in material misstatements in the financial statements or delays in meeting reporting obligations. The Transition Services Agreement, which will cover such services as certain marketing and sales, customer, information technology and finance services, among others, generally provides for AgroFresh's receipt of transitional services from TDCC for terms which vary according to the service range from six months to five years (or such longer period and with such extensions as provided for pursuant to the agreement) before AgroFresh must develop such services on its own. AgroFresh will also incur costs in the future which may be different from costs that it historically incurred within TDCC's larger cost structure, including costs associated with health and welfare benefits for AgroFresh employees, internal legal, tax and treasury services. Additionally, as part of TDCC, AgroFresh benefited from certain economies of scale, including with respect to relationships with certain suppliers and service providers. AgroFresh may not be able to maintain or build the independent relationships that are necessary to continue to benefit from such economies of scale or operate the business successfully. Any failure to transition successfully to an independent company may have a material adverse effect on AgroFresh's business, financial condition or results of operations.

The pro forma financial information in this proxy statement may not be reflective of operating results and financial conditions following the Transactions.

        The pro forma financial information included in this proxy statement is derived from AgroFresh's historical audited combined financial statements. The pro forma information was prepared based upon available information and reasonable assumptions and estimates. This pro forma information may not necessarily reflect what the results of operations and financial position would have been had the Transactions occurred during the periods presented or what AgroFresh results of operations and financial position will be in the future. Additionally, the presentation of EBITDA and Adjusted EBITDA contained in this proxy statement is not made in accordance with U.S. generally accepted accounting principles ("GAAP") or with a view towards compliance with published guidelines of the SEC. There is no assurance that any anticipated cost savings will be achieved or that the disclosed estimates and assumptions will prove to be accurate. If the cost savings are less than the estimates or the cost savings initiatives adversely affect operations or cost more or take longer to implement than projected, or if the assumptions prove to be inaccurate, the results will be lower than anticipated.

AgroFresh historical financial information may not be indicative of its future results as an independent company.

        The AgroFresh historical financial information included in this proxy statement may not reflect what AgroFresh's results of operations, financial position and cash flows would have been had AgroFresh been an independent company during the periods presented and may not be indicative of what its results of operations, financial position and cash flows will be in the future when it is an independent company. This is primarily a result of the following factors:

•

AgroFresh's historical financial information reflects cost allocation for services historically provided by TDCC and AgroFresh expects these allocations to be different from the costs it will incur for these services in the future as a smaller independent company, including with respect to services we expect will be provided by TDCC under the Transition Services Agreement and other agreements with TDCC and its affiliates. AgroFresh expects that in some instances the costs incurred for these services as a smaller independent company will be higher than the share of total TDCC expenses assessed to it historically; and



•

AgroFresh's historical financial information does not reflect the debt and related interest expense that we will incur as part of the Transaction.

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For additional information about the past financial performance of AgroFresh's business and the basis of the presentation of the historical financial statements see "Summary Historical Combined Financial Data of AgroFresh," "AgroFresh Management's Discussion and Analysis of Financial Condition and Results of Operations" and the historical financial statements and the accompanying notes included elsewhere in this proxy statement. In addition, since AgroFresh historically operated as a business of TDCC, the combined financial statements included in this proxy statement have been prepared on a carve-out basis from TDCC, which requires certain assumptions and estimates relating to, among other things, allocation of corporate services, foreign currency exchange gains and losses, interest expense, income taxes and other matters.

TDCC will provide a number of services to AgroFresh pursuant to the Transition Services Agreement. When such agreement terminates, AgroFresh will be required to replace such services, and the economic terms of the new arrangements may be less favorable to it.

        Under the terms of the Transition Services Agreement that Boulevard will enter into with TDCC in connection with the Closing, TDCC will provide AgroFresh, for a fee, specified support services related to corporate functions for various terms following the Transaction, such as marketing and sales support (one year term), customer service (one year term), supply chain (one year term), purchasing (one year term), finance (six month term), information systems services (five year term), environmental, health and safety (six month term), and general consulting (one year term), unless earlier terminated according to the terms of the agreement. As each of the foregoing services terminate pursuant to the terms of the Transition Services Agreement, Boulevard will be required to either enter into a new agreement with TDCC or another services provider or assume the responsibility for these functions. We cannot assure you that the economic terms of the new arrangements will be similar to those under AgroFresh's current arrangements with TDCC. If we are unable to renew or replace such arrangements on a comparable basis, AgroFresh's business, financial condition and results of operations may be materially and adversely affected.

        For a summary of the material terms of the Transition Service Agreement, see "Certain Relationships and Related Transactions."

We may need to recognize impairment charges related to goodwill, identified intangible assets and fixed assets.

        We expect to have substantial balances of goodwill and identified intangible assets as a result of the Transactions. We are required to test goodwill and any other intangible asset with an indefinite life for possible impairment on the same date each year and on an interim basis if there are indicators of a possible impairment. We are also required to evaluate amortizable intangible assets and fixed assets for impairment if there are indicators of a possible impairment. There is significant judgment required in the analysis of a potential impairment of goodwill, identified intangible assets and fixed assets. If, as a result of a general economic slowdown, deterioration in one or more of the markets in which we operate or impairment in AgroFresh's financial performance and/or future outlook, the estimated fair value of its long-lived assets decreases, we may determine that one or more of AgroFresh's long-lived assets is impaired. An impairment charge would be determined based on the estimated fair value of the assets and any such impairment charge could have a material adverse effect on AgroFresh's financial condition and results of operations.

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Risks Related to Boulevard and the Business Combination

         References in this "Risks Related to Boulevard and the Business Combination" section to "Boulevard," the "Company," "we," "us" and "our" shall refer to Boulevard Acquisition Corp.

Subsequent to the consummation of the Business Combination, we may be required to take writedowns or write-offs, restructuring and impairment or other charges that could have a significant negative effect on our financial condition, results of operations and stock price, which could cause you to lose some or all of your investment.

        Although we have conducted due diligence on AgroFresh, we cannot assure you that this diligence revealed all material issues that may be present in AgroFresh's business, that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of our and AgroFresh's control will not later arise. As a result, we may be forced to later writedown or write-off assets, restructure its operations, or incur impairment or other charges that could result in losses. Even if our due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate impact on our liquidity, the fact that we report charges of this nature could contribute to negative market perceptions about the Company or its securities. In addition, charges of this nature may cause us to be unable to obtain future financing on favorable terms or at all.

There can be no assurance that our common stock will be approved for listing on NASDAQ following the closing, or if approved, that we will be able to comply with the continued listing standards of NASDAQ.

        Our common stock, units and warrants are currently listed on NASDAQ. In connection with the closing of the Business Combination, we intend to apply to continue to list our common stock and warrants on NASDAQ after the closing under the symbols "AGSF" and "AGSFW," respectively. As part of the application process, we are required to provide evidence that we are able to meet the initial listing requirements of NASDAQ. Our application has not yet been approved. This may depend on the number of our shares that are redeemed. If, after the Business Combination, NASDAQ delists our common stock from trading on its exchange for failure to meet the listing standards, we and our stockholders could face significant material adverse consequences including:

•

a limited availability of market quotations for our securities;



•

a determination that our common stock is a "penny stock" which will require brokers trading in our common stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for our common stock;



•

a limited amount of analyst coverage; and



•

a decreased ability to issue additional securities or obtain additional financing in the future.

If the Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of our securities may decline.

        If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of our securities prior to the closing of the Business Combination may decline. The market values of our securities at the time of the Business Combination may vary significantly from their prices on the date the Purchase Agreement was executed, the date of this proxy statement, or the date on which our stockholders vote on the Business Combination. Because the share exchange ratio in the Purchase Agreement will not be adjusted to reflect any changes in the market price of our common stock, the market value of the Company common stock issued in the Business Combination may be higher or lower than the values of these shares on earlier dates.

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        In addition, following the Business Combination, fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for AgroFresh's common stock. Accordingly, the valuation ascribed to AgroFresh and our common stock in the Business Combination may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for our securities develops and continues, the trading price of our securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Any of the factors listed below could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

        Factors affecting the trading price of our securities may include:

•

actual or anticipated fluctuations in our quarterly financial results or the quarterly financial results of companies perceived to be similar to us;



•

changes in the market's expectations about our operating results;



•

success of competitors;



•

our operating results failing to meet the expectation of securities analysts or investors in a particular period;



•

changes in financial estimates and recommendations by securities analysts concerning the Company or the specialty chemicals industry in general;



•

operating and stock price performance of other companies that investors deem comparable to the Company;



•

our ability to market new and enhanced products on a timely basis;



•

changes in laws and regulations affecting our business;



•

our ability to meet compliance requirements;



•

commencement of, or involvement in, litigation involving the Company;



•

changes in our capital structure, such as future issuances of securities or the incurrence of additional debt;



•

the volume of shares of our common stock available for public sale;



•

any major change in our board of directors or management;



•

sales of substantial amounts of common stock by our directors, executive officers or significant stockholders or the perception that such sales could occur; and



•

general economic and political conditions such as recessions, interest rates, fuel prices, international currency fluctuations and acts of war or terrorism.

        Broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general, and NASDAQ in particular, have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for retail stocks or the stocks of other companies which investors perceive to be similar to the Company could depress our stock price regardless of our business, prospects, financial conditions or

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results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

Warrants will become exercisable for our common stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

        If the Business Combination is completed, outstanding warrants to purchase an aggregate of 17,185,000 shares of Boulevard Common Stock (before giving effect to the Warrant Purchase Agreement to be entered into in connection with the Transaction) will become exercisable in accordance with the terms of the warrant agreement governing those securities. These warrants will become exercisable 30 days after the completion of the Business Combination, and will expire at 5:00 p.m., New York time, five years after the completion of the Business Combination or earlier upon redemption or liquidation. The exercise price of these warrants will be $11.50 per share, or approximately $197.6 million in the aggregate for all shares underlying these warrants, assuming none of the warrants are exercised through "cashless" exercise. To the extent such warrants are exercised, additional shares of our common stock will be issued, which will result in dilution to the holders of common stock of the Company and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of our common stock.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about the Company, its business, or its market, or if they change their recommendations regarding our common stock adversely, the price and trading volume of our common stock could decline.

        The trading market for our common stock will be influenced by the research and reports that industry or securities analysts may publish about us, our business, our market, or our competitors. Securities and industry analysts do not currently, and may never, publish research on the Company. If no securities or industry analysts commence coverage of the Company, our stock price and trading volume would likely be negatively impacted. If any of the analysts who may cover the Company change their recommendation regarding our stock adversely, or provide more favorable relative recommendations about our competitors, the price of our common stock would likely decline. If any analyst who may cover the Company were to cease coverage of the Company or fail to regularly publish reports on it, we could lose visibility in the financial markets, which in turn could cause our stock price or trading volume to decline.

Anti-takeover provisions contained in our certificate of incorporation and bylaws could impair a takeover attempt.

        The Company's second amended and restated certificate of incorporation, as proposed to be adopted pursuant to the Certificate Proposal, and bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

•

a classified board of directors with three-year staggered terms, which may delay the ability of stockholders to change the membership of a majority of our board of directors;



•

no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;



•

the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director, which prevents stockholders from being able to fill vacancies on our board of directors;

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•

the ability of our board of directors to determine whether to issue shares of preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;



•

a prohibition on stockholder action by written consent, which forces stockholder action to be taken at a special meeting of our stockholders;



•

the requirement that an annual meeting of stockholders may be called only by the chairman of the board of directors, the chief executive officer, or the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;



•

limiting the liability of, and providing indemnification to, our directors and officers;



•

controlling the procedures for the conduct and scheduling of stockholder meetings;



•

providing that directors may be removed prior to the expiration of their terms by stockholders only for cause; and



•

advance notice procedures that stockholders must comply with in order to nominate candidates to our board of directors or to propose matters to be acted upon at a stockholders' meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer's own slate of directors or otherwise attempting to obtain control of the Company's board of directors.

        These provisions, alone or together, could delay hostile takeovers and changes in control of the Company or changes in our management. Any provision of our second amended and restated certificate of incorporation or bylaws that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of our common stock, and could also affect the price that some investors are willing to pay for our common stock.

If we are unable to effect a business combination by February 19, 2016, we will be forced to liquidate and the warrants will expire worthless.

        If we do not complete a business combination by February 19, 2016, our amended and restated certificate of incorporation provides that we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, subject to lawfully available funds therefor, redeem 100% of the public shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A) the aggregate amount then on deposit in the trust account, including interest but net of franchise and income taxes payable (less up to $100,000 of such net interest to pay dissolution expenses), by (B) the total number of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemptions, subject to the approval of the remaining stockholders and the board of directors in accordance with applicable law, dissolve and liquidate, subject in each case to our obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. In the event of liquidation, there will be no distribution with respect to the company's outstanding warrants. Accordingly, the warrants will expire worthless.

        For illustrative purposes, based on funds in the trust account of approximately $220.5 million on December 31, 2014, the estimated per share redemption price would have been approximately $10.00.

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If we are forced to liquidate, our stockholders may be held liable for claims by third parties against us to the extent of distributions received by them.

        Under the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination by February 19, 2016 may be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, we intend to redeem our public shares as soon as reasonably possible following February 19, 2016 in the event we do not consummate an initial business combination and, therefore, we do not intend to comply with those procedures.

        Because we will not be complying with Section 280, Section 281(b) of the DGCL requires the Company to adopt a plan, based on facts known to us at such time that will provide for the payment of all existing and pending claims or claims that may be potentially brought against the Company within the ten years following dissolution. However, because we are a blank check company, rather than an operating company, and our operations have been limited to searching for prospective target businesses, the only likely claims to arise would be from vendors (such as lawyers, investment bankers, and consultants) or prospective target businesses. If the Company's plan of distribution complies with Section 281(b) of the DGCL, any liability of our stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder's pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would likely be barred after the third anniversary of the dissolution. There can be no assurance that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of its stockholders may extend beyond the third anniversary of such date. Furthermore, if the pro rata portion of the trust account distributed to our public stockholders upon the redemption of 100% of our public shares in the event we do not consummate an initial business combination within the required timeframe is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.

        If we are forced to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a "preferential transfer" or a "fraudulent conveyance." As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. Furthermore, because we intend to distribute the proceeds held in the trust account to our public stockholders promptly after February 19, 2016 in the event we do not consummate an initial business combination, this may be viewed or interpreted as giving preference to our stockholders over any potential creditors with respect to access to or distributions from the Company's assets. Furthermore, our board of directors may be viewed as having breached its fiduciary duties to the Company's creditors and/or may have acted in bad faith, thereby exposing itself and the Company to claims of punitive damages, by paying our stockholders from the trust account prior to addressing the claims of creditors. There can be no assurance that claims will not be brought against the Company for these reasons.

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Unlike some other blank check companies, Boulevard does not have a specified maximum redemption threshold. The absence of such a redemption threshold will make it easier for us to consummate the Business Combination even if a substantial number of our stockholders do not agree.

        Since the Company has no specified maximum redemption threshold, our structure is different in this respect from the structure that has been used by some blank check companies.

        Previously, blank check companies would not be able to consummate a business combination if the holders of the company's public shares elected to redeem or convert more than a specified percentage of the shares sold in such company's initial public offering, which percentage threshold is typically between 19.99% and 39.99%. As a result, unlike as with other prior blank check companies, we may be able to consummate the Business Combination even though a substantial number of our public stockholders have redeemed their shares. In no event, however, will we redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,010.

        Activities taken by affiliates of the Company to purchase, directly or indirectly, public shares will increase the likelihood of approval of the Business Combination Proposal and other proposals and may affect the market price of the Company's securities during the buyback period.

        Our Sponsor, directors, officers, advisors or their affiliates may purchase shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. None of our Sponsor, directors, officers, advisors or their affiliates will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of our Sponsor, directors, officers, advisors or their affiliates currently anticipate paying any premium purchase price for such public shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by our Sponsor, directors, officers, advisors or their affiliates, or the price such parties may pay.

        If such transactions are effected, the consequence could be to cause the Business Combination to be approved in circumstances where such approval could not otherwise be obtained. Purchases of shares by the persons described above would allow them to exert more influence over the approval of the Business Combination Proposal and other proposals and would likely increase the chances that such proposals would be approved. In addition, if the market does not view the Business Combination positively, purchases of public shares may have the effect of counteracting the market's view, which would otherwise be reflected in a decline in the market price of our securities. In addition, the termination of the support provided by these purchases may materially adversely affect the market price of our securities.

        As of the date of this proxy statement, no agreements with respect to the private purchase of public shares by the Company or the persons described above have been entered into with any such investor or holder. We will file a Current Report on Form 8-K with the SEC to disclose private arrangements entered into or significant private purchases made by any of the aforementioned persons that would affect the vote on the Business Combination Proposal or other proposals.

Our Initial Stockholders, including the Sponsor, have agreed to vote in favor of the Business Combination, regardless of how our public stockholders vote.

        Unlike blank check companies in which the founders agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, our Initial Stockholders, including the Sponsor, have agreed to vote any shares of common stock owned by them in favor of our initial business combination. As of the date hereof, our Initial Stockholders own shares equal to approximately 20.0% of our issued and outstanding shares of common stock. Accordingly, it is more likely that the necessary stockholder approval will be received

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for the Business Combination than would be the case if our Initial Stockholders agreed to vote any shares of common stock owned by them in accordance with the majority of the votes cast by our public stockholders.

Our stockholders will experience immediate dilution as a consequence of the issuance of common stock as consideration in the Business Combination. Having a minority share position may reduce the influence that our current stockholders have on the management of the Company.

        We expect to issue 17,500,000 shares of common stock of the Company at the Closing to TDCC, subject to adjustment as described herein. As a result, our current stockholders will hold approximately 61% of the post-Transaction company. This percentage is based on a number of assumptions and is subject to adjustment in accordance with the terms of the Purchase Agreement. This percentage assumes that: (a) the aggregate amount of cash available to pay the Cash Consideration is $635 million, including $425 million that certain lenders have committed to fund at the Closing, (b) no additional shares of Boulevard Common Stock are issued pursuant to the Standby Agreement and (c) none of Boulevard's stockholders exercise their redemption rights. If the actual facts are different than these assumptions, the percentage ownership retained by Boulevard's existing stockholders will be different. This percentage also does not take into account (i) the potential forfeiture of the 1,378,125 Founder Earnout Shares of outstanding Boulevard Common Stock currently held by our Sponsor and our independent directors (representing a portion of the Founder Shares) that are subject to forfeiture if certain performance conditions relating to the trading price of Boulevard Common Stock are not met following the Business Combination and (ii) 17,185,000 warrants to purchase Boulevard Common Stock that will remain outstanding immediately following the Business Combination (before giving effect to the Warrant Purchase Agreement to be entered into in connection with the Transaction. If our stockholders experience dilution, a further minority share position may reduce the influence that Boulevard's current stockholders have on its management. See "Summary—Boulevard Shares to be Issued in the Business Combination" and "Unaudited Pro Forma Condensed Combined Financial Information" for further information. Consequently, the ability of our current stockholders following the Business Combination to influence management of the Company through the election of directors will be substantially reduced.

If our stockholders fail to comply with the redemption requirements specified in this proxy statement, they will not be entitled to redeem their shares of our common stock for a pro rata portion of the trust account.

        Holders of public shares are not required to affirmatively vote against the Business Combination Proposal in order to exercise their rights to redeem their shares for a pro rata portion of the trust account. In order to exercise their redemption rights, they are required to submit a request in writing and deliver their stock (either physically or electronically) to our transfer agent at least two business days prior to the special meeting of the Stockholders. Stockholders electing to redeem their shares will receive their pro rata portion of the trust account less franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. See the section entitled "Special Meeting in Lieu of 2015 Annual Meeting of Boulevard Stockholders" for additional information on how to exercise your redemption rights.

Public stockholders, together with any affiliates of theirs or any other person with whom they are acting in concert or as a "group," will be restricted from seeking redemption rights with respect to more than 20% of the public shares.

        A public stockholder, together with any affiliate of his or any other person with whom he is acting in concert or as a "group," will be restricted from seeking redemption rights with respect to more than 20% of the public shares. Accordingly, if you hold more than 20% of the public shares and the Business Combination Proposal is approved, you will not be able to seek redemption rights with respect to the full amount of your shares and may be forced to hold the shares in excess of 20% or sell them

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in the open market. We cannot assure you that the value of such excess shares will appreciate over time following the Business Combination or that the market price of our common stock will exceed the per-share redemption price.

Directors of the Company have potential conflicts of interest in recommending that securityholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement.

        When considering our board of directors' recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, our stockholders should be aware that certain of the directors and the executive officers of the Company have interests in the Business Combination that may be different from, or in addition to, the interests of our stockholders. These interests include:

•

the beneficial ownership of our Sponsor and certain of our directors to hold the 5,512,500 shares of Boulevard Common Stock currently beneficially owned by them following the Business Combination, subject to the lock-up contained in the Investor Rights Agreement, which shares would have a value of approximately $70.6 million based on the closing price of the Boulevard Common Stock on July 15, 2015;



•

the ownership of our Sponsor to hold the 6,160,000 private placement warrants to purchase shares of our common stock currently held by it (before giving effect to the Warrant Purchase Agreement), which warrants would have a value of approximately $22.4 million based on the closing price of Boulevard's warrants on July 15, 2015;



•

the continuation of certain of our directors as directors (but not officers) of the Company;



•

the continued indemnification of current directors and officers of the Company and the continuation of directors' and officers' liability insurance after the Business Combination; and



•

the terms and conditions of the Standby Agreement and the Letter Agreement.

        Further, all of the shares of Boulevard Common Stock currently beneficially owned by our Sponsor and certain of our directors are not subject to redemption, and the private placement warrants that are held by our Sponsor would retire worthless, if the Transaction is not consummated; as a result, our directors have a financial incentive to see the Transaction consummated rather than lose whatever value is attributable to those shares and warrants.

        These interests may influence our directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby.

The exercise of discretion by our directors and officers in agreeing to changes to the terms of or waivers of closing conditions in the Purchase Agreement may result in a conflict of interest when determining whether such changes to the terms of the Purchase Agreement or waivers of conditions are appropriate and in the best interests of our securityholders.

        In the period leading up to the closing of the Business Combination, other events may occur that, pursuant to the Purchase Agreement, would require the Company to agree to amend the Purchase Agreement, to consent to certain actions or to waive rights that we are entitled to under those agreements. Such events could arise because of changes in the course of AgroFresh's business, a request by TDCC to undertake actions that would otherwise be prohibited by the terms of the Purchase Agreement or the occurrence of other events that would have a material adverse effect on AgroFresh's business and would entitle the Company to terminate the Purchase Agreement. In any of such circumstances, it would be in the discretion of the Company, acting through its board of directors, to grant its consent or waive its rights. The existence of the financial and personal interests of the directors described elsewhere in this proxy statement may result in a conflict of interest on the part of one or more of the directors between what he may believe is best for the Company and our

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securityholders and what he may believe is best for himself or his affiliates in determining whether or not to take the requested action. As of the date of this proxy statement, we do not believe there will be any changes or waivers that our directors and officers would be likely to make after stockholder approval of the Business Combination has been obtained. While certain changes could be made without further stockholder approval, if there is a change to the terms of the transaction that would have a material impact on the stockholders, we will be required to circulate a new or amended proxy statement or supplement thereto and resolicit the vote of our stockholders with respect to the Business Combination Proposal.

If we are unable to complete the Business Combination by February 19, 2016, the amended and restated certificate of incorporation provides that Boulevard's corporate existence will automatically terminate and we will dissolve and liquidate. In such event, third parties may bring claims against the Company and, as a result, the proceeds held in trust could be reduced and the per share liquidation price received by stockholders could be less than $10.00 per share.

        We must complete a business combination by February 19, 2016, when, pursuant to our amended and restated certificate of incorporation, our corporate existence will terminate and we will be required to liquidate. In such event, third parties may bring claims against us. Although we have obtained waiver agreements from many of the vendors and service providers we have engaged and prospective target businesses with which we have negotiated, whereby such parties have waived any right, title, interest or claim of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that such parties will not bring claims seeking recourse against the trust account including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as other claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the trust account. Further, we could be subject to claims from parties not in contract with it who have not executed a waiver, such as a third party claiming tortious interference as a result of the Business Combination. Avenue Capital Management II, L.P., an affiliate of our Sponsor, has agreed that it will be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account or to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, then Avenue Capital Management II, L.P. will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether Avenue Capital Management II, L.P. has sufficient funds to satisfy its indemnity obligations, and we have not asked Avenue Capital Management II, L.P. to reserve for such indemnification obligations. Therefore, we cannot assure you that Avenue Capital Management II, L.P. would be able to satisfy those obligations. If Avenue Capital Management II, L.P. asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Avenue Capital Management II, L.P. to enforce its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Avenue Capital Management II, L.P. to enforce its indemnification obligations to us, it is possible that our independent directors, in exercising their business judgment, may choose not to do so if, for example, the cost of such legal action is deemed by the independent directors to be too high relative to the amount recoverable, or if the independent directors determine that a favorable outcome is not likely. If our independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our public stockholders may be reduced below $10.00 per share.

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Stockholders of Boulevard who wish to redeem their shares for a pro rata portion of the trust account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising redemption rights.

        Public stockholders who wish to redeem their shares for a pro rata portion of the trust account must, among other things, tender their certificates to our transfer agent or deliver their shares to the transfer agent electronically through the DTC prior to 4:30 P.M., New York time, on the second business day prior to the special meeting of stockholders. In order to obtain a physical stock certificate, a stockholder's broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

The financial statements included in this proxy statement do not take into account the consequences to Boulevard of a failure to complete a business combination by February 19, 2016.

        The financial statements included in this proxy statement have been prepared assuming that we would continue as a going concern. As discussed in Note 1 to the Notes to the Boulevard financial statements for the year ended December 31, 2014, we are required to complete the Business Combination by February 19, 2016. The possibility of the Business Combination not being consummated raises some doubt as to our ability to continue as a going concern and the financial statements do not include any adjustments that might result from the outcome of this uncertainty. Boulevard has agreed that if the Purchase Agreement is terminated for any reason other than for TDCC's uncured breach, Boulevard will not, among other things, consummate a business combination transaction with another party.

The Company and AgroFresh will be subject to business uncertainties and contractual restrictions while the Business Combination is pending.

        Uncertainty about the effect of the Business Combination on employees, third-party contingent staff and other third parties may have an adverse effect on the Company and AgroFresh. These uncertainties may impair our or AgroFresh's ability to retain and motivate key personnel and could cause third parties that deal with any of us or them to defer entering into contracts or making other decisions or seek to change existing business relationships. If key employees depart because of uncertainty about their future roles and the potential complexities of the Business Combination, our or AgroFresh's business could be harmed.

We will incur significant transaction and transition costs in connection with the Business Combination.

        We expect to incur significant, non-recurring costs in connection with consummating the Business Combination and AgroFresh operating as a public company. We may incur additional costs to maintain employee morale and to retain key employees. We will also incur significant fees and expenses relating to financing arrangements and legal, accounting and other transaction fees and costs associated with the Business Combination. Some of these costs are payable regardless of whether the Business Combination is completed.

The unaudited pro forma financial information included in this document may not be indicative of what our actual financial position or results of operations would have been.

        The unaudited pro forma financial information in this proxy statement is presented for illustrative purposes only and is not necessarily indicative of what our actual financial position or results of

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operations would have been had the Business Combination been completed on the dates indicated. See the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" for more information.

Our ability to successfully effect the Business Combination and successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel, including the key personnel of AgroFresh, all of whom we expect to stay with AgroFresh following the Business Combination. The loss of such key personnel could negatively impact the operations and profitability of the post-combination business.

        Our ability to successfully effect the Business Combination and successfully operate the business is dependent upon the efforts of certain key personnel, including the key personnel of AgroFresh. Although we expect all of such key personnel to remain with AgroFresh following the Business Combination, it is possible that we will lose some key personnel, the loss of which could negatively impact the operations and profitability of our post-combination business. Furthermore, while we have scrutinized individuals we intend to engage to stay with AgroFresh following the Business Combination, our assessment of these individuals may not prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

We will incur substantial debt to complete the Business Combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders' investment in us.

        Pursuant to the Debt Commitment Letter, we expect to incur substantial indebtedness to complete the Business Combination. The incurrence of this debt could have a variety of negative effects, including:

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default and foreclosure on our assets if our operating revenues after the Closing are insufficient to repay our debt obligations;



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acceleration of our obligations to repay the indebtedness even if we make all principal and interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;



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our immediate payment of all principal and accrued interest, if any, if the debt security is payable on demand;



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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;



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our inability to pay dividends on our common stock;



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using a substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;



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limitations on our flexibility in planning for and reacting to changes in our business and in the industry in which we operate;



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increased vulnerability to adverse changes in general economic, industry and competitive conditions and adverse changes in government regulation;



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limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of our strategy; and



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other disadvantages compared to our competitors who have less debt.