As filed with the Securities and Exchange Commission on January 15, 2015

Registration No. [•]

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

FORM S-4
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

Long Island Iced Tea Corp.

(Exact Name of Each Registrant as Specified in its Charter)

 

Delaware		2080		47-2624098
(State or other jurisdiction of Incorporation or organization)		(Primary standard industrial classification code number)		(I.R.S. Employer Identification Number)

 

1193 Seven Oaks Rd.
Waynesboro, GA 30830
(706) 526-4015

(Address, including zip code, and telephone number, including area code, of each registrant’s principal executive offices)

 

Paul Vassilakos, CEO
Long Island Iced Tea Corp.
1193 Seven Oaks Rd.
Waynesboro, GA 30830
(706) 526-4015

(Name, address, including zip code, and telephone number, including area code, of agent for service)

 

With copies to:

David Alan Miller, Esq. Jeffrey M. Gallant, Esq. Graubard Miller The Chrysler Building 405 Lexington Avenue New York, New York 10174 Telephone: (212) 818-8800 Fax: (212) 818-8881		Douglas S. Ellenoff, Esq. Sarah E. Williams, Esq. Ellenoff Grossman & Schole LLP 1345 Avenue of the Americas New York, NY 10105 Telephone: (212) 370-1300 Fax: (212) 370-7889

 

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and all other conditions to the mergers contemplated by the merger agreement described in the included proxy statement/prospectus have been satisfied or waived.

If any of the securities being registered on this form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: o

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer o		Non-accelerated filer o (Do not check if a smaller reporting company)		Smaller reporting company x

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) o

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) o

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CALCULATION OF REGISTRATION FEE

Title of each Class of Security to be registered		Amount to be Registered				Proposed Maximum Offering Price per Security				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common stock			22,780,714	(1)		$	0.40	(2)		$	9,112,285.60			$	1,058.85	(3)

(1)

The number of shares of common stock, par value $0.0001 per share, of the registrant being registered represents the number of shares of the registrant’s common stock to be issued to stockholders of Cullen Agricultural Holding Corp. (“Cullen”), in connection with the merger of a wholly-owned subsidiary of the registrant with and into Cullen.

(2)

Pursuant to Rules 457(c) and 457(f)(1) under the Securities Act and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is the average of the high and low prices of Cullen’s common stock on January 12, 2015.

(3)

Calculated by multiplying the proposed maximum aggregate offering price of securities to be registered by $116.20 per million dollars.

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

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CULLEN AGRICULTURAL HOLDING CORP.
 
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON [•], 2015

To Cullen Agricultural Holding Corp. Stockholders:

NOTICE IS HEREBY GIVEN that a special meeting (“special meeting”) of stockholders of Cullen Agricultural Holding Corp. (“Cullen”), will be held at [•] a.m. local time, on [•], 2015, at the offices of our general counsel Graubard Miller, located at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174. The purposes of the special meeting are:

These items of business are described in the attached proxy statement/prospectus, which we encourage you to read in its entirety before voting. Only holders of record of Cullen common stock at the close of business on [•], 2015 are entitled to notice of the special meeting and to vote and have their votes counted at the special meeting and any adjournments or postponements of the special meeting.

The board of directors of Cullen unanimously recommends a vote “FOR” each of the merger proposal, the charter proposals, the equity plan proposal and, if necessary, the adjournment proposal.

All Cullen stockholders are cordially invited to attend the special meeting in person. To ensure your representation at the special meeting, however, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If you are a stockholder of record of Cullen common stock, you may also cast your vote in person at the special meeting. If your shares are held in an account at a brokerage firm or bank,

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you must instruct your broker or bank on how to vote your shares or, if you wish to attend the special meeting and vote in person, obtain a proxy from your broker or bank. If you do not vote or do not instruct your broker or bank how to vote, it will have the same effect as voting against the merger proposal, but will have no effect on the other proposals.

A complete list of Cullen stockholders of record entitled to vote at the special meeting will be available for ten days before the special meeting at the principal executive offices of Cullen for inspection by stockholders during ordinary business hours for any purpose germane to the special meeting.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

By Order of the Board of Directors

[•]
Paul N. Vassilakos
Chief Executive Officer and Director

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

This proxy statement/prospectus is dated [•], 2015 and is first being mailed to Cullen stockholders on or about [•], 2015.

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The information in this preliminary proxy statement/prospectus is not complete and may be changed. We may not issue these securities until the registration statement filed with the Securities and Exchange Commissions is effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS

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SUMMARY OF THE MATERIAL TERMS OF THE MERGERS			1
QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING			3
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS			9
SELECTED HISTORICAL FINANCIAL INFORMATION			18
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION			21
COMPARATIVE PER SHARE DATA			23
RISK FACTORS			24
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			34
SPECIAL MEETING OF CULLEN STOCKHOLDERS			35
THE MERGER PROPOSAL			38
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS			57
THE CHARTER PROPOSALS			65
THE EQUITY PLAN PROPOSAL			67
THE ADJOURNMENT PROPOSAL			73
OTHER INFORMATION RELATED TO CULLEN			74
BUSINESS OF LIBB			80
LIBB’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			85
MANAGEMENT OF HOLDCO FOLLOWING THE MERGERS			94
EXECUTIVE COMPENSATION			98
BENEFICIAL OWNERSHIP OF SECURITIES			100
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS			102
DESCRIPTION OF HOLDCO SECURITIES			105
PRICE RANGE OF CULLEN SECURITIES AND DIVIDENDS			106
COMPARISON OF STOCKHOLDER RIGHTS			107
APPRAISAL RIGHTS			109
STOCKHOLDER PROPOSALS			112
OTHER STOCKHOLDER COMMUNICATIONS			112
EXPERTS			112
DELIVERY OF DOCUMENTS TO STOCKHOLDERS			113
WHERE YOU CAN FIND MORE INFORMATION			113
INDEX TO FINANCIAL STATEMENTS			FS-1

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QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

The following are brief answers to common questions that you may have regarding the special meeting. We urge you to carefully read this entire proxy statement/prospectus because the information in this section may not provide all the information that might be important to you in determining how to vote. Additional information is also contained in the annexes to this proxy statement/prospectus. See “Where You Can Find More Information” beginning on page 113 .

Unless otherwise stated in this proxy statement/prospectus:

If the mergers are approved, pursuant to the merger agreement, (i) Cullen Merger Sub will merge with and into Cullen, with Cullen surviving the merger as a wholly-owned subsidiary of Holdco and (ii) LIBB Merger Sub will merge with and into LIBB with LIBB surviving the merger as a wholly owned subsidiary of Holdco. In the parent merger, the outstanding shares of Cullen common stock will be converted into shares of Holdco common stock. In the company merger, the members of LIBB will

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exchange all of the outstanding limited liability company interests of LIBB for shares of Holdco common stock. Holdco will become a publicly traded company and Cullen and LIBB will become wholly-owned subsidiaries of Holdco.

If the charter proposals are approved, Holdco will be authorized to issue fewer shares of Holdco common stock than Cullen was authorized to issue. In addition, only approximately one-half of Holdco’s directors will be elected at each annual meeting of Holdco stockholders for a term of two years, whereas only approximately one-third of Cullen’s directors were elected at each annual meeting of Cullen stockholders for a term of three years. Furthermore, under Delaware law, when a board is classified, stockholders are only entitled to remove directors for cause, unless the certificate of incorporation otherwise provides (which Holdco’s does not). If the merger proposal is not approved, the charter proposals will not be presented at the special meeting.

If the equity plan proposal is approved, Holdco will be authorized to issue up to 7,000,000 shares of Holdco common stock pursuant to stock option, restricted stock, stock appreciation right and other stock-based awards, to directors, officers, employees, consultants and other service providers of Holdco and its subsidiaries. If the merger proposal is not approved, the equity plan proposal will not be presented at the special meeting.

If the merger proposal is approved, the adjournment proposal will not be presented at the special meeting. If the merger proposal is not approved and the adjournment proposal is approved, the Cullen board of directors may adjourn the special meeting to a later date to permit further solicitation of proxies in favor of adoption of the merger agreement and approval of the mergers.

Cullen is holding the special meeting to obtain approval of the merger proposal and the other proposals. The enclosed proxy card or voting instruction card allows you to vote your Cullen common stock without attending the special meeting.

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Charter Proposals:   Approval of each of the charter proposals will require the affirmative vote of the holders of a majority of the shares of Cullen common stock present in person or represented by proxy at the special meeting and entitled to vote on that proposal.

Equity Plan Proposal:   Approval of the equity plan proposal will require the affirmative vote of the holders of a majority of the shares of Cullen common stock present in person or represented by proxy at the special meeting and entitled to vote on that proposal.

Adjournment Proposal:   Approval of the adjournment proposal requires the affirmative vote of the holders of a majority of the shares of Cullen common stock present in person or represented by proxy at the special meeting and entitled to vote on that proposal.

Eric J. Watson, a former officer and director of Cullen, and the current officers and directors of Cullen have indicated their intention to vote in favor of the matters presented at the special meeting. Mr. Watson and the current officers and directors of Cullen, who collectively own a majority of the outstanding shares of Cullen common stock, may adopt the merger agreement and approve the mergers, and approve the other matters to be presented at the special meeting, without the affirmative vote of any other Cullen stockholders.

Internet .  You can vote over the Internet by following the instructions included with your proxy card. If you vote over the Internet, do not return your proxy card. The availability of Internet voting for beneficial owners holding Cullen shares in street name will depend on the voting process of your broker, bank or nominee. Please follow the voting instructions in the materials you receive from your broker, bank or nominee.

Telephone .  You can vote by telephone by following the instructions included with your proxy card. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card. The availability of telephone voting for beneficial owners holding Cullen shares in street name will depend on the voting process of your broker, bank or nominee. Please follow the voting instructions in the materials you receive from your broker, bank or nominee.

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Mail.   You can vote by mail by simply completing, signing, dating and mailing your proxy card or voting instruction card in the postage-paid envelope included with this proxy statement/prospectus.

In addition, all Cullen stockholders may vote in person at the special meeting. You may also be represented by another person at the special meeting by executing a proper proxy designating that person. If you are a beneficial owner of Cullen shares held in street name, you must obtain a legal proxy from your broker, bank or nominee and present it to the inspectors of election with your ballot when you vote at the special meeting.

For additional information on voting procedures, see “ Special Meeting of Cullen Stockholders — Voting Your Shares ,” beginning on page 36 .

Merger Proposal:   Because adoption of the merger agreement and approval of the mergers requires the affirmative vote of the majority of the outstanding shares of common stock of Cullen as of the record date, if you mark “abstain” or a broker non-vote occurs on the proposed merger, it will have the same effect as a vote “AGAINST” the Merger Proposal.

Charter Proposals:   If you mark “abstain” with respect to any charter proposal, it will have the same effect as a vote “AGAINST” the proposal. If a broker non-vote occurs with respect to any such proposal, your Cullen shares will not be treated as present at the special meeting and entitled to vote on that proposal, and as such, the broker non-vote will not have any effect on the vote with respect to that proposal.

Equity Plan Proposal:   If you mark “abstain” with respect to the equity plan proposal, it will have the same effect as a vote “AGAINST” the proposal. If a broker non-vote occurs with respect to such proposal, your Cullen shares will not be treated as present at the special meeting and entitled to vote on that proposal, and as such, the broker non-vote will not have any effect on the vote with respect to that proposal.

Adjournment Proposal:   If you mark “abstain” with respect to the adjournment proposal, it will have the same effect as a vote “AGAINST” that proposal. If a broker non-vote occurs with respect to such proposal, your Cullen shares will not be treated as present at the special meeting and entitled to vote on that proposal, and as such, the broker non-vote will not have any effect on the vote with respect to that proposal.

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For more information, see “ Special Meeting of Cullen Stockholders — Abstentions and Broker Non-Votes ” beginning on page 36 .

Eric J. Watson, a former officer and director of Cullen, and the current officers and directors of Cullen have indicated their intention to vote in favor of the matters presented at the special meeting. Mr. Watson and the current officers and directors of Cullen, who collectively own a majority of the outstanding shares of Cullen common stock, may adopt the merger agreement and approve the mergers, and approve the other matters to be presented at the special meeting, without the affirmative vote of any other Cullen stockholders.

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SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the proposals to be submitted for a vote at the special meeting, including the merger proposal, you should read this entire document carefully, including the merger agreement attached as Annex A to this proxy statement/prospectus. The merger agreement is the legal document that governs the mergers and the other transactions that will be undertaken in connection with the mergers. It is also described in detail in this proxy statement/prospectus in the section entitled “The Merger Agreement.”

The Parties

Cullen Agricultural Holding Corp.

Cullen’s previous business plan was to develop, adapt and implement grazing-based farming systems in regions of the world where the geophysical and climatic conditions are suitable for a pasture-based model. Because Cullen was unable to obtain the necessary bank funding to support the implementation of this business plan, Cullen began exploring all financing and strategic alternatives available to it. During 2010 through May 2012, Cullen disposed of approximately 3,635 acres of land, constituting all of the property which it had planned to use to deploy its pasture based dairy and beef business plan. Subsequently, Cullen began seeking alternative strategic opportunities in all industries and regions in an effort to maximize stockholder value. Cullen was incorporated in Delaware on August 27, 2009. Cullen common stock is listed on the Over-the-Counter Bulletin Board (the “OTCBB”) under the symbol CAGZ. See the section entitled “ Other Information Related to Cullen ” for additional details concerning Cullen’s history, business and operations.

The mailing address of Cullen’s principal executive office is 1193 Seven Oaks Rd., Waynesboro, Georgia 30380 and its telephone number is (706) 526-4015. After the consummation of the mergers, Cullen will be a wholly-owned subsidiary of Holdco.

Long Island Iced Tea Corp.

Long Island Iced Tea Corp. is a wholly-owned subsidiary of Cullen formed solely for the purpose of being a holding company of both Cullen and LIBB from and after completion of the mergers. Holdco has not carried on any activities to date, except activities incidental to its formation and activities undertaken in connection with the transactions contemplated by the merger agreement. Holdco was incorporated under the laws of Delaware on December 23, 2014.

The mailing address of Holdco’s principal executive office is 1193 Seven Oaks Rd., Waynesboro, Georgia 30380 and its telephone number is (706) 526-4015. After the consummation of the mergers, its principal executive office will be that of LIBB, located at 116 Charlotte Avenue, Hicksville, NY 11801, and its telephone number will be (855) 542-2832.

Cullen Merger Sub, Inc.

Cullen Merger Sub is a wholly-owned subsidiary of Holdco formed solely for the purpose of effecting the parent merger with Cullen described herein. Cullen Merger Sub owns no material assets and does not operate any business. Cullen Merger Sub was incorporated under the laws of Delaware on December 22, 2014.

The mailing address of Cullen Merger Sub’s principal executive office is 1193 Seven Oaks Rd., Waynesboro, Georgia 30380 and its telephone number is (706) 526-4015. After the consummation of the mergers, Cullen Merger Sub will cease to exist.

LIBB Acquisition Sub, LLC

LIBB Merger Sub is a wholly-owned subsidiary of Holdco formed solely for the purpose of effecting the company merger with LIBB described herein. LIBB Merger Sub owns no material assets and does not operate any business. LIBB Merger Sub was formed under the laws of New York on December 23, 2014.

The mailing address of LIBB Merger Sub’s principal executive office is 1193 Seven Oaks Rd., Waynesboro, Georgia 30380 and its telephone number is (706) 526-4015. After the consummation of the mergers, LIBB Merger Sub will cease to exist.

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Long Island Brand Beverages LLC

LIBB operates in the ready-to-drink tea segment of the beverage industry. The Company has developed non-alcoholic, premium iced tea bottled beverages made with quality ingredients that are offered at an affordable price. The Company is currently organized around its flagship brand Long Island Iced Tea, a premium, ready-to-drink, proprietary recipe iced tea sold primarily on the East Coast of the United States through a network of national and regional retail chains and distributors. LIBB was formed under the laws of New York on February 18, 2011. See the section entitled “ Business of LIBB ” for additional details concerning LIBB’s business and operations.

The mailing address of LIBB’s principal executive office is 116 Charlotte Avenue, Hicksville, NY 11801 and its telephone number is (855) 542-2832. After the consummation of the mergers, LIBB will be a wholly-owned subsidiary of Holdco.

Emerging Growth Company

After the consummation of the mergers, Holdco will be an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act (or JOBS Act). As an emerging growth company, Holdco is eligible to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies. These include, but are not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and the requirement to obtain stockholder approval of any golden parachute payments not previously approved.

In addition, Section 107 of the JOBS Act provides that an emerging growth company can take advantage of an extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. Holdco has irrevocably opted not to take advantage of such extended transition period, and will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

Holdco could remain an emerging growth company until the last day of Holdco’s fiscal year following the fifth anniversary of the consummation of the mergers. However, if any Holdco non-convertible debt issued within a three-year period or Holdco’s total revenues exceed $1 billion or the market value of its shares of common stock that are held by non-affiliates exceeds $700 million on the last day of the second fiscal quarter of any given fiscal year, Holdco would cease to be an emerging growth company as of the following fiscal year.

The Merger Proposal

Overview

The merger agreement provides for a business combination transaction by means of the mergers of (i) Cullen Merger Sub with and into Cullen, with Cullen surviving and becoming a wholly-owned subsidiary of Holdco, and with Cullen stockholders receiving newly issued shares of Holdco common stock, (ii) LIBB Merger Sub with and into LIBB, with LIBB surviving and becoming a wholly-owned subsidiary of Holdco, and with LIBB members receiving newly issued shares of Holdco common stock. The parent merger and company merger are intended to be consummated at the same time. Under the merger agreement, the LIBB members will receive 39,500,000 shares of common stock of Holdco, subject to an estimated adjustment at closing based on LIBB’s and Cullen’s estimated net working capital (as defined in the merger agreement and described in the section entitled “ The Merger Proposal — Adjustment of Merger Consideration; Indemnification; Escrow Agreement ”) at closing and subject to a final post-closing adjustment based on LIBB’s and Cullen’s actual net working capital at closing. A portion of the shares issued to the LIBB members at closing as merger consideration will be deposited in escrow as described below.

The parties to the merger agreement plan to complete the mergers promptly after the special meeting, provided that Cullen’s stockholders have approved the merger proposal and the other conditions specified in the merger agreement have been satisfied or waived. Eric J. Watson, a former officer and director of Cullen, and the current officers and directors of Cullen have indicated their intention to vote in favor of the matters

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presented at the special meeting. Mr. Watson and the current officers and directors of Cullen, who collectively own a majority of the outstanding shares of Cullen common stock, may adopt the merger agreement and approve the mergers, and approve the other matters to be presented at the special meeting, without the affirmative vote of any other Cullen stockholders.

As a result of the mergers, (i) Holdco will become a new publicly traded company, (ii) Cullen and LIBB will become wholly-owned subsidiaries of Holdco, and (iii) assuming there is no adjustment to the merger consideration based on LIBB’s and Cullen’s net working capital at closing, immediately after the mergers, the former members of LIBB will own approximately 63% of Holdco’s outstanding shares of common stock and the former Cullen stockholders will own approximately 37% of Holdco’s outstanding shares of common stock.

Indemnification; Escrow Agreement

An aggregate of 7,500,000 shares of Holdco common stock issuable to the former members of LIBB in the company merger will be placed in a segregated escrow account with an independent escrow agent at closing for purposes of providing Holdco, Cullen and LIBB a remedy for their post-closing rights to indemnification under the merger agreement. See the section entitled “ The Merger Proposal — Adjustment of Merger Consideration; Indemnification; Escrow Agreement .” An additional 1,000,000 shares of Holdco common stock issuable to the LIBB members will be placed in escrow as the sole means for satisfying any reduction in the merger consideration payable to them as a result of the final post-closing adjustment based on LIBB’s and Cullen’s actual net working capital at closing. The aggregate liability of the LIBB members for indemnification and the aggregate reduction to the merger consideration as a result of the final post-closing adjustment will not exceed the shares held in escrow for each such purpose. Other than with respect to actual fraud in connection with the transactions contemplated by the merger agreement, Holdco’s rights to indemnification will be its sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement.

Lock-Up Agreements

The Founders will not be able to publicly sell any of the shares of common stock of Holdco that they will receive as a result of the company merger (currently anticipated to be 21,649,230 shares) until twelve months after the consummation of the mergers, subject to certain limited permitted transfers and subject to early release from such restrictions in the event that Holdco consummates a liquidation, merger, stock exchange or other transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or property. Each Founder will be required to enter into a lock-up agreement to such effect as a condition to the closing.

Registration Rights Agreement

Pursuant to the merger agreement, at or prior to the closing, Holdco will enter into a registration rights agreement with the former LIBB members. Under the registration rights agreement, subject to the lock-up agreements, the LIBB members will be granted certain “demand” and “piggyback” registration rights with respect to the shares of Holdco common stock to be issued to them in the company merger.

See the sections entitled “ The Merger Proposal — Structure of the Transaction, ” “ The Merger Proposal — Adjustment of Merger Consideration; Indemnification; Escrow Agreement, ” “ The Merger Proposal — Lock-Up Agreements, ” and “ The Merger Proposal — Registration Rights ” for more information.

The Charter Proposals

In addition to voting on the mergers, the stockholders of Cullen will vote on separate proposals to approve the following material provisions in the Holdco certificate of incorporation that will be in effect after the completion of the mergers described above and that are different from comparable provisions in the current Cullen amended and restated certificate of incorporation: (a) the Holdco certificate of incorporation that authorizes Holdco to issue 100,000,000 shares of common stock, as opposed to the comparable provision in Cullen’s amended and restated certificate of incorporation, which authorizes Cullen to issue 200,000,000 shares of common stock; and (b) Holdco’s board of directors is divided into two classes, with only one class of directors elected at each annual meeting of stockholders for a term of two years, as opposed to the comparable provision in Cullen’s amended and restated certificate of incorporation, which divides

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Cullen’s board of directors into three classes, with only one class of directors elected at each annual meeting of stockholders for a term of three years. In addition, under Delaware law, when a board is classified, stockholders are only entitled to remove directors for cause, unless the certificate of incorporation otherwise provides (which Holdco’s does not). See the section entitled “ The Charter Proposals .” If the merger proposal is not approved by Cullen’s stockholders at the special meeting, the charter proposals will not be presented at the special meeting for a vote.

The Equity Plan Proposal

The 2015 Plan will reserve up to 7,000,000 shares of Holdco common stock for issuance in accordance with the plan’s terms. The purpose of the plan is to provide Holdco’s employees who, by their position, ability and diligence are able to make important contributions to Holdco’s growth and profitability, with an incentive to assist Holdco in achieving its long-term corporate objectives, to attract and retain executive officers and other employees of outstanding competence and to provide such persons with an opportunity to acquire an equity interest in Holdco. The plan is attached as Annex G to this proxy statement/prospectus. You are encouraged to read the plan in its entirety. See the section entitled “ The Equity Plan Proposal .” If the merger proposal is not approved by Cullen’s stockholders at the special meeting, the equity plan proposal will not be presented at the special meeting for a vote.

The Adjournment Proposal

If, based on the tabulated vote, there are not sufficient votes at the time of the special meeting to authorize Cullen to consummate the mergers, Cullen’s board of directors may submit a proposal to adjourn the special meeting to a later date or dates, if necessary, to permit further solicitation of proxies. See the section entitled “ The Adjournment Proposal .”

Date, Time and Place of Special Meeting of Cullen’s Stockholders

The special meeting in lieu of annual meeting of the stockholders of Cullen will be held at [•] a.m., local time, on [•], 2015, at the offices of Graubard Miller, Cullen’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174, to consider and vote upon the merger proposal, the charter proposals, the equity plan proposal and/or if necessary, the adjournment proposal to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, Cullen is not authorized to consummate the mergers.

Voting Power; Record Date

Stockholders will be entitled to vote or direct votes to be cast at the special meeting if they owned shares of Cullen common stock at the close of business on [•], 2015, which is the record date for the special meeting. Stockholders will have one vote for each share of Cullen common stock owned at the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were [•] shares of Cullen common stock outstanding.

Quorum and Vote of Cullen Stockholders

A quorum of Cullen stockholders is necessary to hold a valid meeting. A quorum will be present at the Cullen special meeting if a majority of the outstanding shares entitled to vote at the meeting are represented in person or by proxy. Abstentions and broker non-votes will count as present for the purposes of establishing a quorum. The proposals presented at the special meeting will require the following votes:

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Abstentions will have the same effect as a vote “against” the merger proposal, the charter proposals, the equity plan proposal and the adjournment proposal, if presented. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the charter proposals, the equity plan proposal or an adjournment proposal, but will have the same effect as a vote “against” the merger proposal.

Appraisal Rights

Holders of Cullen common stock who object to the mergers may elect to pursue appraisal rights to receive the judicially determined “fair value” of their shares, but only if they comply with the procedures required under Delaware law. In order to qualify for these rights, Cullen stockholders must (1) not vote in favor of adoption of the merger agreement, (2) make a written demand for appraisal prior to the taking of the vote on the adoption of the merger agreement at the special meeting and (3) otherwise comply with the Delaware law procedures for exercising appraisal rights. A properly executed proxy that is not marked “AGAINST” or “ABSTAIN” will be voted for adoption of the merger agreement and will disqualify the stockholder submitting that proxy from demanding appraisal rights.

A copy of Section 262 of the DGCL, is included as Annex F to this proxy statement/prospectus. Failure to follow the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

For additional information on the appraisal rights of Cullen stockholders, see “ Appraisal Rights. ”

Revoking your Proxy

If a stockholder grants a proxy, the stockholder may revoke it at any time before it is exercised by sending another proxy card with a later date; notifying Cullen’s Chief Executive Officer in writing before the special meeting that the proxy is revoked; or attending the special meeting and voting or revoking the proxy in person. See “ Special Meeting of Cullen Stockholders — Revoking Your Proxy .”

Interests of Cullen’s Directors and Officers in the Mergers

When you consider the recommendation of Cullen’s board of directors in favor of approval of the merger proposal, you should keep in mind that Cullen’s directors and executive officers have interests in such proposal that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

Recommendation to Stockholders

Cullen’s board of directors believes that the merger proposal and the other proposals to be presented at the special meeting are fair to and in the best interest of Cullen’s stockholders and unanimously recommends that its stockholders vote “FOR” the merger proposal, “FOR” the charter proposals, “FOR” the equity plan proposal and “FOR” the adjournment proposal, if presented.

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Conditions to the Closing of the Mergers

General Conditions

Consummation of the mergers is conditioned on the Cullen stockholders having approved the merger, the registration statement of which this proxy statement/prospectus forms a part having been declared effective, and all necessary permits and authorizations under state securities and “blue sky” laws and the Securities Act and Exchange Act relating to the issuance and trading of Holdco common stock to be issued under the merger agreement having been obtained and being in effect.

In addition, the consummation of the mergers and the other transactions contemplated by the merger agreement is conditioned upon, among other things:

LIBB’s Conditions to Closing

The obligations of LIBB to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things:

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Cullen’s, Holdco’s, Cullen Merger Sub’s and LIBB Merger Sub’s Conditions to Closing

The obligations of Cullen, Holdco, Cullen Merger Sub and LIBB Merger Sub to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things:

If permitted under applicable law, (i) Cullen may waive any inaccuracies in the representations and warranties made to Cullen, Holdco, Cullen Merger Sub or LIBB Merger Sub contained in the merger agreement or any document delivered pursuant to the merger agreement, and may waive compliance with any agreements or conditions for the benefit of such parties contained in the merger agreement and (ii) LIBB may waive any inaccuracies in the representations and warranties made to LIBB or its members party to the merger agreement contained in the merger agreement or any document delivered pursuant to the merger agreement, and may waive compliance with any agreements or conditions for the benefit of such parties contained in the merger agreement.

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As used in the merger agreement “material adverse effect” means any change, event, violation, inaccuracy, circumstance or effect, individually or in the aggregate, that is materially adverse to the business, assets, revenues, financial condition, or results of operations of a party (without taking into account the effects of certain customary exceptions), or that is materially adverse to the ability of a party to consummate the transactions contemplated by the merger agreement and the ancillary documents.

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

The existence of the financial and personal interests of the Cullen directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Cullen and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation. See the section entitled “ Risk Factors “for a fuller discussion of this and other risks.

Tax Consequences of the Mergers

Cullen has received an opinion from its counsel, Graubard Miller, that, for United States federal income tax purposes, the mergers will qualify as a transaction described in Section 351 of the Internal Revenue Code of 1986, as amended (the “Code”), and no gain or loss will be recognized by the stockholders of Cullen.

Stockholders of Cullen are encouraged to consult their own tax advisors, because the tax consequences may be different among the stockholders depending on their personal circumstances.

The tax opinion is attached to this proxy statement/prospectus as Annex E . Graubard Miller has consented to the use of its opinion in this proxy statement/prospectus. For a description of the material federal income tax consequences of the parent merger, please see the information set forth in “ The Merger Proposal — Material Federal Income Tax Consequences of the Mergers to Cullen and its Securityholders .”

Anticipated Accounting Treatment

For accounting purposes, the transactions will be treated as an acquisition of Cullen by LIBB and as a recapitalization of LIBB, as the former LIBB members will hold a large percent of the Long Island Iced Tea Corp. shares and will exercise significant influence over the operating and financial policies of the consolidated entity and Cullen was a public shell company at the time of the transaction. Pursuant to Accounting Standards Codification (“ASC”) 805-10-55-11 through 55-15, the merger or acquisition of a private operating company into a non-operating public shell with nominal assets is considered a capital transaction in substance rather than a business combination. As a result, all unaudited pro forma financial information contained in this proxy statement/prospectus has been prepared to reflect the recapitalization.

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Regulatory Matters

The mergers and the transactions contemplated by the merger agreement are not subject to any federal or state regulatory requirement or approval, except for filings with the State of New York and the State of Delaware necessary to effectuate the mergers.

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Selected Financial Information — Cullen

		For the nine months ended September 30, 2014				For the nine months ended September 30, 2013
Statement of Operations Data:
Revenue			—				—
Total other income (expense)		$	65,653			$	(405	)
Net income loss		$	(148,782	)		$	(201,105	)
Basic and diluted net loss per share		$	(0.01	)		$	(0.01	)
Weighted average shares outstanding, basic and diluted			19,630,714				19,630,714

		As of September 30, 2014
Balance Sheet Data:
Total assets		$	1,880,705
Total liabilities		$	18,720
Total stockholders’ equity		$	1,861,985

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		For the fiscal year ended December 31,																For the period from June 3, 2009 (inception) through December 31, 2009
		2013				2012				2011				2010
Statement of Operations Data:
Revenue			—				—				—				—				—
Total other income (expense)		$	3,461			$	288,112			$	719,878			$	(2,540,975	)		$	(87,282	)
Net income (loss)		$	(310,223	)		$	(49,592	)		$	253,790			$	(4,134,527	)		$	(612,526	)
Basic and diluted net income (loss) per share		$	(0.02	)		$	0.00			$	0.01			$	(0.21	)		$	(0.03	)
Weighted average shares outstanding, basic and diluted			19,630,714				19,630,714				19,630,714				19,340,230				19,247,311

		As of December 31,
		2013				2012				2011				2010				2009
Balance Sheet Data:
Total assets		$	2,041,326			$	2,365,587			$	2,464,219			$	3,486,214			$	11,855,329
Total liabilities		$	30,559			$	44,597			$	93,637			$	1,369,422			$	6,404,010
Total stockholders’ equity		$	2,010,767			$	2,320,990			$	2,370,582			$	2,116,792			$	5,451,319

Selected Financial Information — LIBB

		For the Nine Months Ended September 30,
		2014				2013
Statement of Operations Data:
Net sales		$	1,510,951			$	716,512
Operating loss		$	(2,515,721	)		$	(54,494	)
Net loss		$	(2,601,911	)		$	(91,365	)

		As of September 30, 2014
Balance Sheet Data:
Working capital (deficiency)		$	(1,565,212	)
Total assets		$	1,432,224
Total liabilities		$	2,765,258
Total members’ deficit		$	(1,333,034	)

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		For the Years Ended December 31,								For the period from February 18, 2011 (inception) through December 31, 2011
		2013				2012
Statement of Operations Data:
Net sales		$	886,061			$	1,003,502			$	238,305
Operating loss		$	(264,120	)		$	(128,824	)		$	(60,525	)
Net loss		$	(317,932	)		$	(172,932	)		$	(72,798	)

		As of December 31,
		2013				2012				2011
Balance Sheet Data:
Working capital (deficiency)		$	(518,552	)		$	(83,740	)		$	(18,675	)
Total assets		$	1,032,425			$	482,482			$	347,008
Total liabilities		$	1,485,110			$	506,939			$	353,461
Total members’ deficit		$	(452,685	)		$	(24,457	)		$	(6,453	)

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Cullen is providing this information to aid you in your analysis of the financial aspects of the transaction. The unaudited pro forma financial statements are not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the combined company.

		For the Nine Months ended September 30, 2014				For the Year Ended December 31, 2013
Statement of Operations Data:
Net sales		$	1,510,951			$	886,061
Operating expenses		$	3,201,246			$	1,346,984
Operating loss		$	(2,975,228	)		$	(1,194,659	)
Net loss		$	(2,997,035	)		$	(1,246,270	)
Net loss per common share		$	(0.05	)		$	(0.02	)

		As of September 30, 2014
Balance Sheet Data:
Total current assets		$	2,483,675
Total assets		$	2,874,514
Total current liabilities		$	1,146,756
Total liabilities		$	1,213,556
Total stockholders’ equity		$	1,660,958

See pro forma condensed combined financial statements and related notes in “ Unaudited Pro Forma Condensed Combined Financial Statements ” included elsewhere in this proxy statement/prospectus.

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COMPARATIVE PER SHARE DATA

The following table sets forth the per share data of Cullen and per membership unit data of LIBB on a stand-alone basis and unaudited pro forma combined per share ownership information of Cullen and LIBB after giving effect to the mergers.

This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this proxy statement/prospectus, and the historical financial statements of Cullen and LIBB and related notes that are included elsewhere in this proxy statement/prospectus. The unaudited Cullen and LIBB pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this proxy statement/prospectus.

The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of Cullen and LIBB would have been had the companies been combined during the period presented.

		Cullen Historical				LIBB Historical				Proforma combined
Nine months ended September 30, 2014:
Net loss		$	(148,782	)		$	(2,601,911	)		$	(2,997,035	)
Stockholders’ equity/members’ deficit at September 30, 2014		$	1,861,985			$	(1,333,034	)		$	1,660,958
Weighted average shares outstanding – basic and diluted			19,630,714				39,500,000				62,280,714
Basic and diluted net loss per share		$	(0.01	)		$	(0.07	)		$	(0.05	)
Stockholders’ equity/(members’ deficit) per share at September 30, 2014		$	0.09			$	(0.03	)		$	0.03
Year ended December 31, 2013:
Net loss		$	(310,223	)		$	(317,932	)		$	(1,246,270	)
Weighted average shares outstanding – basic and diluted			19,630,714				39,500,000				62,280,714
Basic and diluted net loss per share		$	(0.02	)		$	(0.01	)		$	(0.02	)

See pro forma condensed combined financial statements and related notes in “ Unaudited Pro Forma Condensed Combined Financial Statements ” included elsewhere in this proxy statement/prospectus.

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could occur for many reasons, including fires, natural disasters, weather, manufacturing problems, disease, crop failure, strikes, transportation interruption, government regulation, political instability and terrorism. A failure of supply could also occur due to suppliers’ financial difficulties, including bankruptcy. Any significant interruption to supply or cost increase could substantially harm our business and financial performance.

Substantial disruption to production at our third party beverage co-packing facilities and our storage facilities could occur.

A disruption in production at our third party beverage co-packing facility could have a material adverse effect on our business. In addition, a disruption could occur at any of our other storage facilities or those of our suppliers, co-packers or distributors. The disruption could occur for many reasons, including fire, natural disasters, weather, manufacturing problems, disease, strikes, transportation interruption, government regulation or terrorism. Alternative facilities with sufficient capacity or capabilities may not be available, may cost substantially more or may take a significant time to start production, each of which could negatively affect our business and financial performance.

Our products may not meet health and safety standards or could become contaminated.

We take great care in ensuring the quality and safety in the manufacture of our products. However, our products could still otherwise become contaminated. A contamination could occur in our operations or those of our bottlers, distributors or suppliers. This could result in expensive production interruptions, recalls and liability claims. Moreover, negative publicity could be generated from false, unfounded or nominal liability claims or limited recalls. Any of these failures or occurrences could negatively affect our business and financial performance.

Litigation may adversely affect our business, financial condition and results of operations.

From time to time in the normal course of our business operations, we may become subject to litigation that may result in liability material to our financial statements as a whole or may negatively affect our operating results if changes to our business operation are required. The cost to defend such litigation may be significant and may require a diversion of our resources. There also may be adverse publicity associated with litigation that could negatively affect customer perception of our business, regardless of whether the allegations are valid or whether we are ultimately found liable. As a result, litigation may adversely affect our business, financial condition and results of operations. See the section entitled “ Business of LIBB — Legal Proceedings ” beginning on page 84 .

Weather and climate changes could adversely affect our business.

Unseasonable or unusual weather or long-term climate changes may negatively impact the price or availability of raw materials, energy and fuel, and demand for our products. Unusually cool weather during the summer months may result in reduced demand for our products and have a negative effect on our business and financial performance.

Fluctuations in our results of operations from quarter to quarter could have a disproportionate effect on our overall financial condition and results of operations.

We experience seasonal fluctuations in revenues and operating income. Historically, sales during the second and third fiscal quarters have generally been the highest. Any factors that harm our second or third quarter operating results, including adverse weather or unfavorable economic conditions, could have a disproportionate effect on our results of operations for the entire fiscal year.

In order to prepare for our peak selling season, we must produce and keep in stock more inventory than we would carry at other times of the year. Any unanticipated decrease in demand for our products during our peak selling season could require us to sell excess inventory at a substantial markdown, which could reduce our net sales and gross profit.

Current global economic conditions may adversely affect our industry, business and result of operations.

Disruptions in the current global credit and financial markets in the past several years have included diminished liquidity and credit availability, a decline in consumer confidence, a decline in economic growth, an increased unemployment rate and uncertainty about economic stability. While certain of these negative

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trends have reversed in recent years, there can be no assurance that there will not be renewed deterioration in credit and financial markets and confidence in economic conditions. These economic uncertainties affect businesses such as ours in a number of ways, making it difficult to accurately forecast and plan our future business activities. Any adverse global economic conditions and tightening of credit in financial markets may lead consumers to postpone spending, which may cause our customers to cancel, decrease or delay their existing and future orders with us. In addition, financial difficulties experienced by our suppliers, manufacturers, distributors or customers could result in product delays, increased accounts receivable defaults and inventory challenges. We are unable to predict the likely duration and severity of disruptions in the credit and financial markets and adverse global economic conditions.

We depend on a small number of large retailers for a significant portion of our sales.

Food and beverage retailers in the United States have been consolidating. Consolidation has resulted in large, sophisticated retailers with increased buying power. They are in a better position to resist our price increases and demand lower prices. They also have leverage to require us to provide larger, more tailored promotional and product delivery programs. If we, and our bottlers and distributors, do not successfully provide appropriate marketing, product, packaging, pricing and service to these retailers, our product availability, sales and margins could suffer. Certain retailers that we service primarily through our distributors, such as Stop & Shop and A&P, make up a significant percentage of our products’ retail volume, including volume sold by our bottlers and distributors. We also sell directly to certain retail accounts including Costco. Sales to Costco made up a substantial portion of our sales during 2014. During the nine months ended September 30, 2014, sales to Costco for both our road shows and our inline sales represented approximately 37% of our sales. Sales to Costco during 2014 occurred during the months of April through September. Some retailers also offer their own private label products that compete with some of our brands. The loss of sales of any of our products in a major retailer could have a material adverse effect on our business and financial performance.

We do not have registered ownership of our trade name and our intellectual property rights could be infringed or we could infringe the intellectual property rights of others, and adverse events regarding licensed intellectual property, including termination of distribution rights, could harm our business.

We possess intellectual property that is important to our business. This intellectual property includes our logo, Long Island Iced Tea, and ingredient formulas, trademarks, copyrights, patents, business processes and other trade secrets. LIBB does not currently have registered ownership of the trademark “Long Island Iced Tea”, which is currently registered in the name of an unrelated party. LIBB initially filed for its trademark of Long Island Iced Tea on August 28, 2012. It has recently petitioned the trademark office to agree that the last person who had the trademark abandoned it due to non-use. If this petition is successful, LIBB will then petition for Long Island Iced Tea to be placed on the supplemental registry. If this second petition is successful, LIBB will be able to use the “®” symbol to notify others that its mark is federally registered and may sue for infringement of its mark in federal court. Upon completion of these petitions, LIBB plans to petition for placement on the primary register. However, even if the first petition is successful, LIBB still may not be able to obtain ownership of the Long Island Iced Tea mark based on a prior determination made by the United States Patent and Trademark Office.

We and third parties, including competitors, could come into conflict over intellectual property rights. Litigation could disrupt our business, divert management attention and cost a substantial amount to protect our rights or defend ourselves against claims. We cannot be certain that the steps we take to protect our rights will be sufficient or that others will not infringe or misappropriate our rights. Our business is also highly dependent upon our distribution rights. If we are unable to protect our intellectual property rights, including the right to our trade name and logo, our brands, products and business could be harmed and could have a material adverse effect on our business and financial performance.

The loss of the services of the Company’s management could negatively affect its business, as could its inability to attract and retain qualified management, sales and technical personnel as and when needed.

The execution of the Company’s business strategy depends largely on the continued efforts of its founders, including Philip Thomas (co-founder/CEO), Thomas Panza (co-founder/Purchasing Director) and Peter Dydensborg (COO). As the Company has a limited operating history, it is highly dependent upon their

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knowledge, experience and reputation within the industry. Any one or all of these individuals may in the future choose to discontinue their employment with the Company. If so, the Company may not be able to find adequate replacements for them. Without their experience, expertise and reputation, the Company’s development efforts and future prospects would be substantially impaired. We have (and, upon consummation of the mergers, Holdco or one of its subsidiaries will have) employment agreements in place with these individuals that include non-competition provisions.

We may not comply with applicable government laws and regulations, and they could change.

We are subject to a variety of federal, state and local laws and regulations in the United States, and other countries in which we do business. These laws and regulations apply to many aspects of our business including the manufacture, safety, labeling, transportation, advertising and sale of our products. Violations of these laws or regulations could damage our reputation and/or result in regulatory actions with substantial penalties. In addition, any significant change in such laws or regulations or their interpretation, or the introduction of higher standards or more stringent laws or regulations could result in increased compliance costs or capital expenditures. For example, changes in recycling and bottle deposit laws or special taxes on soft drinks or ingredients could increase our costs. Regulatory focus on the health, safety and marketing of food products is increasing. Certain state warning and labeling laws, such as California’s “Prop 65,” which requires warnings on any product with substances that the state lists as potentially causing cancer or birth defects, could become applicable to our products. Some local and regional governments and school boards have enacted, or have proposed to enact, regulations restricting the sale of certain types of soft drinks in schools. Any violations or changes of regulations could have a material adverse effect on our profitability, or disrupt the production or distribution of our products, and negatively affect our business and financial performance.

Our ability to grow and compete in the future will be adversely affected if adequate capital is not available to us or not available on terms favorable to us.

The ability of our business to grow and compete depends on the availability of adequate capital. The Company currently has negative cash flows from operations due in part to substantial marketing and promotional related expenses as well as our payroll expense. We cannot assure you that we will be able to obtain equity or debt financing on acceptable terms or at all to implement our growth strategy. As a result, we cannot assure you that adequate capital will be available to finance our current growth plans, take advantage of business opportunities or respond to competitive pressures, any of which could harm our business.

We have a limited operating history.

We have a limited operating history and a history of operating losses. There is no guarantee that we will become a profitable business. Further, our future operating results depend upon a number of factors, including our ability to manage our growth, retain our customer base and to successfully identify and respond to emerging trends in our market areas.

Risks Relating to Holdco and Holdco’s Securities

The risk factors listed herein will apply to Holdco and its securities after the mergers. References in this section to “Company,” “we,” “us” and “our” refer to Holdco and its subsidiaries LIBB and Cullen, following the mergers.

The majority of Holdco’s common stock will be owned by current members of LIBB, whose interests may not be aligned with the interests of Cullen’s stockholders.

Immediately after the consummation of the transactions, assuming there is no adjustment to the merger consideration based on LIBB’s and Cullen’s net working capital at closing, the former holders of Cullen common stock will own approximately 37% of the outstanding Holdco common stock and the prior members of LIBB will own the remaining approximately 63%. As a result of their stock ownership in Holdco, the prior members of LIBB will be able to control all matters requiring approval by Holdco stockholders, including, but not limited to:

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The interests of the current LIBB members may not be aligned with the interests of the former Cullen stockholders in these matters. In addition, this concentration of stock ownership may have a material adverse effect on the trading price of Holdco’s common stock because investors may perceive disadvantages in owning shares in a company with significant stockholders. Such persons’ stock ownership also may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of our company, which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.

Holdco does not intend to pay cash dividends on its common stock in the foreseeable future.

Cullen has not paid any cash dividends on its common stock to date. Holdco does not anticipate paying dividends in the foreseeable future, but expects to retain earnings to finance the growth of its business. Therefore, any return on investments will only occur if the market price of Holdco common stock appreciates.

There has been no prior public market for Holdco common stock.

Prior to the completion of the mergers, no public market will have existed for the shares of Holdco common stock that you will receive in the parent merger. It is expected that your shares of Holdco common stock will be listed on the OTCBB. However, an active public market for Holdco common stock may not develop or be sustained, which could affect your ability to sell, or depress the market price of, the Holdco common stock. We are unable to predict whether an active trading market for Holdco common stock will develop or will be sustained.

The public price and trading volume of Holdco common stock may be volatile.

The price and volume of Holdco common stock may be volatile and subject to fluctuations. Some of the factors that could cause fluctuations in the stock price or trading volume of Holdco common stock include:

There can be no assurance that the price of Holdco common stock will not fluctuate or decline significantly. The stock market in recent years has experienced considerable price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of individual companies and that could materially adversely affect the price of Holdco common stock, regardless of Holdco’s operating performance. You should also be aware that price volatility might be worse if the trading volume of shares of the common stock is low.

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Holdco will have the ability to issue “blank check” preferred stock, which could affect the rights of holders of Holdco common stock.

Holdco’s certificate of incorporation allows the board of directors of Holdco to issue 1,000,000 shares of preferred stock and to set the terms of such preferred stock. The terms of such preferred stock may materially adversely impact the dividend and liquidation rights of holders of Holdco common stock.

We are an “emerging growth company” and we cannot be certain if the reduced disclosure requirements applicable to emerging growth companies will make our common shares less attractive to investors.

We are an “emerging growth company,” as defined in the Jumpstart our Business Startups Act of 2012, or the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies. These exemptions include not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, or “Sarbanes-Oxley,” reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. Investors may find our common shares and the price of our common shares less attractive because we rely, or may rely, on these exemptions. If some investors find our common shares less attractive as a result, there may be a less active trading market for our common shares and the price of our common shares may be more volatile.

In addition, under the JOBS Act, “emerging growth companies” can delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as other public companies that are not “emerging growth companies.”

We could remain an “emerging growth company” until the last day of 2020, although a variety of circumstances could cause us to lose that status earlier. For as long as we take advantage of the reduced reporting obligations, the information that we provide stockholders may be different from information provided by other public companies.

Obligations associated with being a public company require significant company resources and management attention, and we will incur increased costs as a result of being a public company.

Neither Holdco nor LIBB has any history operating as a publicly-traded company. Following consummation of the mergers, as a public company, Holdco will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and the other rules and regulations of the SEC, including Sarbanes-Oxley. These requirements and rules may place a strain on the systems and resources of Holdco and its subsidiaries, including LIBB. For example, the Exchange Act requires that we file annual, quarterly and current reports with respect to our business and financial condition and Sarbanes-Oxley requires that we maintain effective disclosure controls and procedures and internal control over financial reporting. These reporting and other obligations will place significant demands on our management, administrative, operational and accounting resources and will cause us to incur significant legal, accounting and other expenses that we had not previously incurred. The expenses incurred by public companies, generally, for reporting and corporate governance purposes have been increasing and the costs we will incur for such purposes may strain our resources. We expect these rules and regulations to increase our legal and financial compliance costs, to divert management’s attention to ensure compliance and to make some activities more time-consuming and costly. We may need to upgrade our systems or create new systems, implement additional financial and management controls, reporting systems and procedures, expand or outsource our internal audit function, and hire additional accounting and finance staff. If we are unable to accomplish these objectives in a timely and effective fashion, our ability to comply with the financial reporting requirements and other rules that apply to reporting companies could be impaired. In addition, our limited management resources may exacerbate the difficulties in complying with these reporting and other requirements while focusing on executing our business strategy. Our incremental general and administrative expenses as a publicly traded corporation will include costs associated with reports to stockholders, tax returns, investor relations, registrar and transfer agent’s fees, incremental director and officer liability insurance costs and director compensation. We cannot predict or estimate the amount of the additional costs we may incur, the

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timing of such costs or the degree of impact that our management’s attention to these matters will have on our business. Any failure to maintain effective internal control over financial reporting could have a material adverse effect on our business, prospects, liquidity, results of operations and financial condition. Furthermore, if we are unable to satisfy our obligations as a public company, we could be subject to fines, sanctions and other regulatory action.

We will be required to comply with certain provisions of Section 404 of Sarbanes-Oxley as early as December 31, 2016, although as an “emerging growth company” we will be exempt from certain of its requirements for so long as we remain as such. For example, Section 404 of Sarbanes-Oxley requires that we and our independent auditors report annually on the effectiveness of our internal control over financial reporting; however, as an “emerging growth company” we may take advantage of an exemption from the auditor attestation requirement. Once we are no longer an “emerging growth company” or, if prior to such date, we opt to no longer take advantage of the applicable exemption, we will be required to include an opinion from our independent auditors on the effectiveness of our internal control over financial reporting, unless at such time we are a “non-accelerated filer.” We currently qualify as a “non-accelerated filer” and will generally continue to qualify as such for each fiscal year thereafter where our public float remains below $75 million as of the last day of the second fiscal quarter of the prior fiscal year, except that, regardless of our public float, we will continue to be a “non-accelerated filer” until we have filed our first annual report on Form 10-K and have been subject to the reporting obligations under the Exchange Act for 12 months. Management, however, is not exempt from Section 404 of Sarbanes-Oxley, and will be required to, among other things, maintain and periodically evaluate our internal control over financial reporting and disclosure controls and procedures. In particular, we will need to perform system and process evaluation and testing of our internal control over financial reporting to allow us to report on the effectiveness of our internal control over financial reporting, as required.

As an “emerging growth company,” we also intend to continue to take advantage of certain other exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies” including, but not limited to, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. In addition, as a “smaller reporting company,” we are permitted to take advantage of reduced disclosure requirements, some of which are the same as the exemptions available to an “emerging growth company.” In general, we will remain a “smaller reporting company” for each fiscal year where our public float remains below $75 million as of the last day of the second fiscal quarter of the prior fiscal year. We intend to take advantage of these exemptions and reduced reporting requirements until we are no longer an “emerging growth company” and/or a “smaller reporting company,” at which time, we expect to incur significant additional expenses and devote substantial management effort toward ensuring compliance with these additional requirements, including Section 404 of the Sarbanes-Oxley.

Our senior executive officers and directors may not be able to successfully manage a publicly traded company.

Not all of our senior executive officers or directors have previously managed a publicly traded company, and they may not be successful in doing so. The demands of managing a publicly traded company, like ours, is much greater as compared to those of a private company, and some of our senior executive officers and directors may not be able to successfully meet those increased demands.

Provisions in Holdco’s charter and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

Holdco’s charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for Holdco’s securities.

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We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Risks Related to the Mergers

Future resales of the shares of common stock of Holdco issued to the LIBB members may cause the market price of Holdco’s securities to drop significantly, even if Holdco’s business is doing well.

Under the merger agreement, the LIBB members will receive, among other things, an aggregate of 39,500,000 shares of Holdco common stock, subject to adjustment. Pursuant to the lock-up agreements, the Founders will be restricted from publicly selling any of the shares of Holdco common stock that they receive as a result of the company merger (presently anticipated to be 21,649,230 shares) during the twelve month period after the closing date of the mergers, subject to certain limited permitted transfers and early release from such restrictions in certain limited circumstances. See the section entitled “ The Merger Proposal — Lock-Up Agreements .”

Holdco will enter into a registration rights agreement at the closing of the merger with the former LIBB members. Under the registration rights agreement, the LIBB members will be entitled to demand that Holdco register under the Securities Act the shares of Holdco common stock issued to them in the company merger. In addition, the LIBB members will have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of the merger. Furthermore, the LIBB members may sell shares of Holdco common stock pursuant to Rule 144 under the Securities Act, if available, rather than under a registration statement. In these cases, the resales must meet the criteria and conform to the requirements of that rule, including, because Holdco is currently a shell company, waiting until one year after Holdco’s filing with the SEC of a Current Report on Form 8-K containing Form 10 type information reflecting the business of LIBB. See the section entitled “ The Merger Proposal — Registration Rights .” Additionally, Cullen’s existing registration rights agreement with certain of its stockholders will continue to apply to Holdco.

Upon effectiveness of any registration statement Holdco files pursuant to the registration rights agreement or upon satisfaction of the requirements of Rule 144 under the Securities Act, including the expiration of the applicable holding period, and with respect to the Founders, upon expiration of the applicable lock-up periods, the LIBB members may sell large amounts of Holdco shares in the open market or in privately negotiated transactions, which could have the effect of increasing the volatility in Holdco’s stock price or putting significant downward pressure on the price of Holdco common stock. This may be in addition to sales of Holdco common stock by existing Cullen stockholders pursuant to the existing Cullen registration rights agreement or upon satisfaction of the requirements of Rule 144 under the Securities Act, including the expiration of the applicable holding period.

Holdco’s ability to request indemnification from the LIBB members for damages arising out of the mergers are limited in certain instances to those claims where damages exceed $100,000 and is also limited to the shares placed in escrow.

At the closing of the mergers, of the shares of Holdco common stock issuable to the LIBB members as merger consideration, an aggregate of 7,500,000 shares will be deposited in escrow to provide a means for payment to Holdco with respect to its post-closing rights to indemnification under the merger agreement for breaches of representations and warranties and covenants by LIBB and its members. Subject to certain limited exceptions, claims for indemnification may only be asserted by Holdco once the damages exceed a $100,000 deductible, although the amount payable shall be the full amount (and not just the amount in excess of the deductible) once the $100,000 deductible is reached. Accordingly, it is possible that Holdco will not be entitled to indemnification even if LIBB or the LIBB members are found to have breached certain representations and warranties and covenants contained in the merger agreement if such breaches would only result in damages to Holdco of less than $100,000. Furthermore, the aggregate liability of the LIBB members for indemnification claims will not exceed the shares in escrow. Accordingly, Holdco will not be entitled to indemnification to the extent the aggregate claims exceed the value of the shares held in escrow.

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Holdco may be required to issue additional shares of Holdco common stock to the former LIBB members and may issue additional shares of Holdco common stock pursuant to the 2015 Plan.

Immediately after the consummation of the transactions, assuming there is no adjustment to the merger consideration based on LIBB’s and Cullen’s net working capital at closing, the former members of LIBB will own 39,500,000 shares of Holdco common stock, representing approximately 63% of its outstanding common stock, and the former holders of Cullen common stock will own an estimated 22,780,714 shares of Holdco common stock, representing approximately 37% of Holdco’s outstanding common stock. However, the number of shares of Holdco common stock issuable to the former LIBB members at the closing is subject to adjustment based on LIBB’s and Cullen’s estimated net working capital at the closing, with a post-closing true-up upon the final determination of the actual net working capital at the closing. Additionally, Holdco is required pursuant to the merger agreement to issue up to 7,500,000 additional shares of Holdco common stock to the former LIBB members for any indemnification claims made by the former LIBB members pursuant to the merger agreement. Furthermore, Holdco will be authorized to issue up to an additional 7,000,000 shares of Holdco common stock to its directors, officers, employees, consultants and other service providers pursuant to the 2015 Plan. As a result of the foregoing, the former Cullen stockholders may end up holding significantly less than 37% of Holdco after the closing.

The unaudited pro forma financial information included elsewhere in this joint proxy statement/prospectus may not be indicative of what the combined company’s actual financial position or results of operations would have been.

The unaudited pro forma financial information in this joint proxy statement/prospectus is presented for illustrative purposes only, has been prepared based on a number of assumptions and is not necessarily indicative of what the combined company’s actual financial position or results of operations would have been had the business combination been completed on the dates indicated. The unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies or revenue enhancements that the combined companies may achieve as a result of the business combination or the costs to combine the operations of Cullen and LIBB or the costs necessary to achieve these cost savings, operating synergies and revenue enhancements. See “ Unaudited Pro Forma Consolidated Combined Financial Statements .”

Some of the executive officers and directors of Cullen have interests in the mergers that are different from the interests of Cullen’s stockholders, which could have influenced their decision to support or approve the mergers.

When considering the recommendation of Cullen’s board of directors with respect to the mergers, stockholders should be aware that some executive officers and directors of Cullen have interests in the mergers that are different from, or in addition to, the interests of the Cullen stockholders. For additional information on interests of Cullen’s executive officers and directors in the mergers, see “ The Merger Proposal — Interests of Cullen’s Directors and Officers in the Mergers .” The Cullen stockholders should consider these interests in conjunction with the recommendation of the board of directors of Cullen that the stockholders approve the mergers.

We may waive one or more of the conditions to the mergers

We may agree to waive, in whole or in part, some of the conditions to our obligations to complete the mergers, to the extent permitted by our existing charter and applicable laws. For example, it is a condition to our obligations to close the mergers that the representations and warranties of LIBB, if qualified as to materiality, be true and correct and, if not qualified as to materiality, be true and correct in all material respects, in each case, as of the closing. However, if our board of directors determines that it is in Cullen’s stockholders’ best interest to waive any such breach, then the board may elect to waive that condition and close the mergers. Furthermore, Cullen’s executive officers and directors have interests in the mergers that are different from or in addition to, the interests of the Cullen stockholders, which may influence their determination of whether to waive any such conditions. See “ The Merger Proposal — Interests of Cullen’s Directors and Officers in the Mergers .”

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Our board of directors relied solely on their own judgment in determining that the mergers are fair to our stockholders and, consequently, there is no independent corroboration of our board of directors’ determination.

Our board of directors considered the factors set forth in the section entitled “ The Merger Proposal — Cullen’s Board of Director’s Reasons for Approval of the Mergers ” beginning on page 53 in determining that the mergers are fair to, and in the best interests of, our stockholders. We are not required to and have not obtained an opinion from an independent investment banking firm that the price we are paying for LIBB is fair to our stockholders from a financial point of view. Accordingly, there is no independent corroboration of our board of directors’ determination. Furthermore, Cullen’s directors have interests in the mergers that are different from, or in addition to, the interests of Cullen’s stockholders, which may have influenced their determination of whether the mergers are fair to and in the best interests of the Cullen stockholders. See “ The Merger Proposal — Interests of Cullen’s Directors and Officers in the Mergers .”

Risks If the Adjournment Proposal Is Not Approved

If the adjournment proposal is not approved, and an insufficient number of votes have been obtained to authorize the consummation of the mergers, Cullen’s board of directors may not have the ability to adjourn the special meeting to a later date in order to solicit further votes, and, therefore, the merger will not be approved.

Cullen’s board of directors is seeking approval to adjourn the special meeting to a later date or dates if, at the special meeting, based upon the tabulated votes, there are insufficient votes to approve the consummation of the mergers. If the adjournment proposal is not approved, Cullen’s board may not have the ability to adjourn the special meeting to a later date and, therefore, may not have more time to solicit votes to approve the consummation of the mergers. In such event, the mergers would not be completed. However, Cullen’s board of directors will have the power to postpone the special meeting, if prior to opening the meeting, Cullen’s board of directors determines that there are insufficient votes to approve the consummation of the mergers.

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SPECIAL MEETING OF CULLEN STOCKHOLDERS

General

Cullen is furnishing this proxy statement/prospectus to Cullen’s stockholders as part of the solicitation of proxies by Cullen’s board of directors for use at the special meeting in lieu of annual meeting of Cullen stockholders to be held on [•], 2015, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to Cullen’s stockholders on or about [•], 2015 in connection with the vote on the merger proposal. This proxy statement/prospectus provides Cullen’s stockholders with information they need to know to be able to vote or instruct their vote to be cast at the special meeting.

Date, Time and Place

The special meeting of stockholders will be held on [•], 2015, at [•] a.m., local time, at the offices of Graubard Miller, Cullen’s counsel, at The Chrysler Building, 405 Lexington Avenue, 11 ^th Floor, New York, New York 10174.

Purpose of the Cullen Special Meeting

At the special meeting, Cullen is asking holders of Cullen common stock to:

Recommendation of Cullen Board of Directors

Cullen’s board of directors has unanimously determined that the merger proposal is fair to and in the best interests of Cullen and its stockholders and has unanimously approved the merger proposal. Cullen’s board of directors unanimously recommends that stockholders vote “FOR” the merger proposal, “FOR” the charter proposals, “FOR” the equity plan proposal and “FOR” the adjournment proposal, if presented at the meeting.

Record Date; Who is Entitled to Vote

Cullen has fixed the close of business on [•], 2015 as the “record date” for determining Cullen stockholders entitled to notice of and to attend and vote at the special meeting. As of the close of business on the record date, there were [•] shares of Cullen common stock outstanding and entitled to vote. Each share of Cullen common stock is entitled to one vote per share at the special meeting.

Quorum

The presence, in person or by proxy, of a majority of all the outstanding shares of common stock entitled to vote constitutes a quorum at the special meeting.

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Abstentions and Broker Non-Votes

Proxies that are marked “abstain” and proxies relating to “street name” shares that are returned to Cullen but marked by brokers as “not voted” will be treated as shares present for purposes of determining the presence of a quorum on all matters. The latter, which are commonly referred to as “broker non-votes,” will not be treated as shares entitled to vote on the matter as to which authority to vote is withheld from the broker. If a stockholder does not give the broker voting instructions, under applicable self-regulatory organization rules, its broker may not vote its shares on “non-routine” proposals, such as the merger proposal, the charter proposals and the equity plan proposal.

Vote Required

The proposals presented at the special meeting will require the following votes:

Abstentions are deemed entitled to vote on the proposals. Therefore, they have the same effect as a vote “AGAINST” each proposal. Broker non-votes, while considered present for the purposes of establishing a quorum, will have no effect on the charter proposals, the equity plan proposal or the adjournment proposal, if presented, but will have the same effect as a vote “AGAINST” the merger proposal.

Voting Your Shares

Each share of Cullen common stock that you own in your name entitles you to one vote. Your proxy card shows the number of shares of Cullen common stock that you own. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

There are two ways to vote your shares of Cullen common stock at the special meeting:

Cullen stockholders who hold shares of Cullen common stock in in “street name” who wish to vote at the special meeting should follow the instructions on the voting instruction form sent to them by their bank, broker or other nominee. In order to vote their shares in person at the special meeting, Cullen stockholders whose shares are held in “street name” must contact their bank, broker or other nominee and request a document called a “legal proxy.” Requesting a legal proxy will automatically cancel any voting directions previously given to such bank, broker or other nominee.

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Revoking Your Proxy

If you are a stockholder and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

If you are a beneficial owner of Cullen common stock held in “street name,” you may submit new voting instructions by contacting your broker, bank or other nominee.

Who Can Answer Your Questions About Voting Your Shares

If you are a stockholder and have any questions about how to vote or direct a vote in respect of your shares of Cullen common stock, you may call Paul N. Vassilakos at (646) 240-4262.

Appraisal Rights

Holders of Cullen common stock who object to the mergers may elect to pursue appraisal rights to receive the judicially determined “fair value” of their shares, but only if they comply with the procedures required under Delaware law. In order to qualify for these rights, Cullen stockholders must (1) not vote in favor of adoption of the merger agreement, (2) make a written demand for appraisal prior to the taking of the vote on the adoption of the merger agreement at the special meeting and (3) otherwise comply with the Delaware law procedures for exercising appraisal rights. A properly executed proxy that is not marked “AGAINST” or “ABSTAIN” will be voted for adoption of the merger agreement and will disqualify the stockholder submitting that proxy from demanding appraisal rights.

A copy of Section 262 of the DGCL, is included as Annex F to this proxy statement/prospectus. Failure to follow the procedures set forth in Section 262 of the DGCL will result in the loss of appraisal rights.

For additional information on the appraisal rights of Cullen stockholders, see “ Appraisal Rights. ”

Proxy Solicitation Costs

Cullen is soliciting proxies on behalf of its board of directors. This solicitation is being made by mail but also may be made by telephone or in person. Cullen and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Cullen will bear the cost of the solicitation.

Cullen will ask banks, brokers and other institutions, nominees and fiduciaries to forward the proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Cullen will reimburse them for their reasonable expenses.

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The following diagram illustrates the ownership structure of Cullen, LIBB and Holdco prior to and following the mergers.

Adjustment of Merger Consideration

Estimated Net Working Capital Adjustment

If LIBB’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. If LIBB’s estimated net working capital at the closing is more than its net working capital target,

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the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. LIBB’s net working capital target is $70,069, except that if the closing occurs after February 15, 2015, the target will be reduced by $3,333.33 for each day after such date through and including the closing date.

If Cullen’s estimated net working capital at the closing is more than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be reduced by a number of shares, allocated among the LIBB members pro rata, equal to such excess divided by $0.20. If Cullen’s estimated net working capital at the closing is less than its net working capital target, the number of shares of Holdco common stock to be received by the LIBB members at the closing will be increased by a number of shares, allocated among the LIBB members pro rata, equal to such deficiency divided by $0.20. Cullen’s net working capital target is $786,985, except that if the closing occurs after February 15, 2015, the target will be reduced by $666.67 for each day after such date through and including the closing date.

Final Post-Closing Net Working Capital Adjustment

If LIBB’s actual net working capital as finally determined after the closing is less than LIBB’s estimated net working capital, the LIBB members will surrender (pro rata) to Holdco for cancellation a number of shares equal to such deficiency divided by $0.20. If LIBB’s actual net working capital as finally determined after the closing is more than LIBB’s estimated net working capital, Holdco will issue to the LIBB members (pro rata) a number of additional shares equal to such excess divided by $0.20.

If Cullen’s actual net working capital as finally determined after the closing is more than Cullen’s estimated net working capital, the LIBB members will surrender (pro rata) to Holdco for cancellation a number of shares equal to such excess divided by $0.20. If Cullen’s actual net working capital as finally determined after the closing is less than Cullen’s estimated net working capital, Holdco will issue to the LIBB members (pro rata) a number of additional shares equal to such deficiency divided by $0.20.

The number of shares surrendered by the LIBB members pursuant to the post-closing actual net working capital adjustment is limited to the number of Adjustment Escrow Shares (as defined below). The estimated net working capital adjustment will be made at closing and will not be subject to such limit.

Net Working Capital Definition

As used in the merger agreement, “net working capital” of the applicable party means the current assets less the sum of the current liabilities and indebtedness (excluding all current liabilities and, in the case of LIBB, all indebtedness owed by LIBB to Cullen), in each case, of such party and its subsidiaries on a consolidated basis. “Indebtedness” means (a) any obligation (i) for borrowed money, (ii) evidenced by a note, debenture or similar instrument (including a purchase money obligation) given in connection with the acquisition of any property or assets, including securities, or (iii) for the deferred purchase price of property or services; (b) any guarantee (or keepwell agreement) of any of the foregoing obligations of others; (c) any obligation to reimburse any bank or other person for amounts paid under a letter of credit or similar instrument; (d) any factoring arrangement or obligation secured by or representing the disposition of assets that would be assets of such person but for the incurrence of such obligation; (e) any other obligation upon which interest charges are customarily paid; and (f) any capital leases.

Indemnification and Escrow

Under the merger agreement, the LIBB members have agreed to indemnify Cullen, Holdco, Cullen Merger Sub and LIBB Merger Sub, and their respective representatives, successors and permitted assigns (the “Cullen Indemnitees”), but only to the extent of the Indemnity Escrow Shares (as defined below), from and against all losses arising out of or resulting from the inaccuracy or breach of any representation or warranty of LIBB or the LIBB members and the non-fulfillment or breach of any covenant or agreement of LIBB. In addition, Holdco has agreed to indemnify the LIBB members, and their respective representatives, successors and permitted assigns (the “LIBB Indemnitees”), but only to the extent of an additional 7,500,000 shares from and against all losses arising out of or resulting from the inaccuracy or breach of any representation or warranty of Cullen and the non-fulfillment or breach of any covenant or agreement of Cullen.

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An aggregate of 7,500,000 shares of Holdco common stock issuable to the LIBB members in the company merger will be placed in a segregated escrow account with an independent escrow agent at the consummation of the mergers for purposes of providing a remedy (which is the sole remedy) for the Cullen Indemnitees’ post-closing rights to indemnification under the merger agreement (“Indemnity Escrow Shares”). An additional 1,000,000 shares of Holdco common stock issuable to the LIBB members in the company merger will be placed in escrow with such escrow agent at the closing as the sole means for satisfying any reduction in the merger consideration payable to them as a result of the final post-closing adjustment based on LIBB’s and Cullen’s actual net working capital at closing (“Adjustment Escrow Shares”). The LIBB members’ aggregate liability for indemnification and the aggregate reduction to the merger consideration as a result of the final post-closing adjustment will not exceed the shares held in escrow for each such purpose.

Other than with respect to actual fraud in connection with the transactions contemplated by the merger agreement, the rights to indemnification will be the sole remedy with respect to any and all claims for money damages arising out of or relating to the merger agreement. The Indemnity Escrow Shares and the Adjustment Escrow Shares will be allocated among the former LIBB members pro rata in proportion to the shares of Holdco common stock being issued to them under the merger agreement. A copy of the escrow agreement is attached to this proxy statement/prospectus as Annex B .

Claims for indemnification may be asserted by the Cullen Indemnitees against the Indemnity Escrow Shares or by the LIBB Indemnitees against Holdco for up to an additional 7,500,000 shares of Holdco common stock once the applicable set of indemnified parties’ damages, in the aggregate, exceed a $100,000 deductible, in which event the amount payable shall be the full amount (and not just the amount in excess of the deductible), except that the deductible will not apply to claims made with respect to representations and warranties relating to the LIBB members’ title to the LIBB membership units and the outstanding capitalization of LIBB. The aggregate liability of the LIBB members for indemnification claims will in no event exceed the Indemnity Escrow Shares and the aggregate liability of Holdco for indemnification claims will in no event exceed 7,500,000 additional shares of Holdco common stock.

The Indemnity Escrow Shares shall be not released from escrow until the date on which Holdco’s independent registered public accounting firm has issued its report relating to Holdco’s financial statements for its fiscal year ending December 31, 2015 (the “Escrow Termination Date”). On the Escrow Termination Date, the Escrow Agent shall release to the members of LIBB any remaining Indemnity Escrow Shares, less the number of Indemnity Escrow Shares reserved with respect to unresolved indemnification claims made against LIBB prior to such date, in the same proportions as originally deposited into escrow. Promptly after each pending indemnification claim has been finally resolved, any remaining Indemnity Escrow Shares that are not applied as indemnification with respect to claims under the merger agreement and that are in excess of amounts reserved for other remaining pending claims shall be delivered to such former LIBB members after such final resolution in the same proportions as originally deposited into escrow promptly.

Upon the final determination of LIBB’s and Cullen’s net working capital in accordance with the merger agreement, the escrow agent will release to Holdco the number of Adjustment Escrow Shares required to be surrendered to Holdco in accordance with the post-closing actual net working capital adjustment (if any) and shall release the remainder of the Adjustment Escrow Shares (if any) to the LIBB members in the same proportions as originally deposited into escrow.

LIBB Representative and the Committee

Philip Thomas will serve as the “LIBB Representative” under the merger agreement, and in such capacity will represent the interests of the LIBB members with respect to certain matters under the merger agreement and the escrow agreement, including any indemnification claims made after the closing. Paul Vassilakos will serve as the sole member of the “Committee”, and in such capacity will represent the interests of Holdco and Cullen after the merger with respect to certain matters under the merger agreement and the escrow agreement, including any indemnification claims made after the closing.

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Closing and Effective Time of the Mergers

The closing of the mergers will take place on the third business day following the satisfaction or waiver of the conditions described below under the subsection entitled “—  Conditions to Closing of the Mergers ,” unless Cullen, Holdco, Cullen Merger Sub, LIBB Merger Sub, LIBB and the Founders of LIBB agree in writing to another time. The mergers are expected to be consummated as soon as practicable after the special meeting of Cullen’s stockholders described in this proxy statement/prospectus.

Representations and Warranties

Except as limited below, the merger agreement contains representations and warranties of each of Cullen, Holdco, Cullen Merger Sub, LIBB Merger Sub and LIBB generally relating, among other things, to:

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The merger agreement contains representations and warranties of the LIBB members generally relating, among other things, to:

Covenants

Cullen, Holdco, Cullen Merger Sub, and LIBB Merger Sub, one the one hand, and LIBB, on the other hand have each agreed to continue to operate their and their respective subsidiaries’ businesses in the ordinary course consistent with past practices prior to the closing and not to take the following actions, among others, except as permitted by the agreement, without the prior written consent of the appropriate party:

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The parties to the merger agreement also have each agreed to take such actions as are necessary, proper or advisable to consummate the mergers and to certain additional covenants, including covenants providing for:

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Access to Information; Confidentiality

Cullen and Holdco, on the one hand, and LIBB, on the other hand, will afford to the other party and its financial advisors, accountants, counsel and other representatives reasonable access during normal business hours, upon reasonable notice, to all of their respective properties, books, records and personnel during the period prior to the closing to obtain all information concerning the business, including the status of business development efforts, properties, results of operations and personnel, as each party may reasonably request.

Each party to the merger agreement agreed, subject to customary exceptions, to maintain in confidence any non-public information received from the other parties, and use such non-public information only for purposes of consummating the transactions contemplated by the merger agreement.

Conditions to Closing of the Mergers

General Conditions

The obligations of each party to consummate the transactions contemplated by the merger agreement are conditioned upon, among other things:

LIBB’s and the LIBB Members’ Conditions to Closing

The obligations of LIBB to consummate the transactions contemplated by the merger agreement also are conditioned upon, among other things:

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Cullen’s, Holdco’s, Cullen Merger Sub’s and LIBB Merger Sub’s Conditions to Closing

The obligations of Cullen, Holdco, Cullen Merger Sub and LIBB Merger Sub to consummate the transactions contemplated by the merger agreement also are conditioned upon each of the following, among other things:

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As used in the merger agreement “material adverse effect” means any change, event, violation, inaccuracy, circumstance or effect, individually or in the aggregate, that is materially adverse to the business, assets, revenues, financial condition, or results of operations of a party (without taking into account the effects of certain customary exceptions), or that is materially adverse to the ability of a party to consummate the transactions contemplated by the merger agreement and the ancillary documents.

Waiver

If permitted under applicable law, (i) Cullen may waive any inaccuracies in the representations and warranties made to Cullen, Holdco, Cullen Merger Sub or LIBB Merger Sub contained in the merger agreement or any document delivered pursuant to the merger agreement, and may waive compliance with any agreements or conditions for the benefit of such parties contained in the merger agreement and (ii) LIBB may waive any inaccuracies in the representations and warranties made to LIBB or its members party to the merger agreement contained in the merger agreement or any document delivered pursuant to the merger agreement, and may waive compliance with any agreements or conditions for the benefit of such parties contained in the merger agreement. Cullen cannot assure you that all of the conditions will be satisfied or waived. At any time prior to the closing, either Cullen, LIBB or the LIBB members may, in writing, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other parties to the merger agreement.

The existence of the financial and personal interests of the directors may result in a conflict of interest on the part of one or more of them between what he may believe is best for Cullen and what he may believe is best for himself in determining whether or not to grant a waiver in a specific situation.

Termination

The merger agreement may be terminated at any time, but not later than the closing, as follows:

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Effect of Termination

In the event of proper termination by either Cullen or LIBB, the merger agreement will be of no further force or effect and the mergers will be abandoned, except that:

Fees and Expenses

All fees and expenses incurred in connection with the merger agreement and the transactions contemplated thereby will be paid by the party incurring such expenses whether or not the mergers are consummated, provided that if the merger agreement is terminated by either Cullen or LIBB for breach by the other set of parties, the non-terminating party shall be responsible for paying the terminating party’s fees and expenses up to a maximum of $100,000.

Amendments

The merger agreement may be amended by the parties thereto at any time prior to the closing of the mergers by execution of an instrument in writing signed on behalf of each of the parties. After the closing, the agreement may be amended only with the consent of each of the Committee and the LIBB Representative.

Governing Law; Dispute Resolution

The merger agreement is governed by and construed in accordance with the law of the State of New York. With respect to disputes related to the merger agreement, each party irrevocably submits to the exclusive jurisdiction of any federal or state court located in the county of New York in the State of New York in respect of any action, suit or proceeding arising in connection with the merger agreement, and agrees that any action, suit or proceeding may be brought only in such court. The escrow agreement provides that indemnification claims involving the escrow account will be subject to arbitration in New York, New York.

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transfers and subject to early release from such restrictions in the event that Holdco consummates a liquidation, merger, stock exchange or other transaction that results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or property. Each Founder will be required to enter into a lock-up agreement to such effect as a condition to the closing.

Registration Rights

Pursuant to the merger agreement, at or prior to the closing, Holdco will enter into a registration rights agreement with the former LIBB members. Under the registration rights agreement, the LIBB members are entitled to demand that Holdco register the shares issued to them pursuant to the merger agreement under the Securities Act. The LIBB members can elect to exercise these registration rights at any time after the closing of the mergers. In addition, the LIBB members have certain “piggy-back” registration rights with respect to registration statements filed subsequent to consummation of the merger. Notwithstanding such registration rights, the lock-up restrictions described above shall remain in effect for the balance of the twelve month period.

Background of the Mergers

The terms of the merger agreement are the result of arm’s-length negotiations between representatives of Cullen and LIBB. The following is a brief discussion of the background of these negotiations, the merger agreement and related transactions.

Cullen was incorporated in Delaware on August 27, 2009 and was formed in order to allow Triplecrown Acquisition Corp. (“Triplecrown”), a blank check company, to complete a business combination with Cullen Agricultural Technologies Inc. (“Cullen Agritech”). As a result of the business combination, the former security holders of Triplecrown and Cullen Agritech became security holders of Cullen, and Cullen became a public holding company, operating through Cullen Agritech.

Cullen’s principal focus was to use its intellectual property in forage and animal sciences to improve agricultural yields. Cullen Agritech was formed to develop, adapt and implement grazing-based farming systems in regions of the world where the geophysical and climatic conditions are suitable for a pasture-based model.

Cullen had been in the process of obtaining land development financing backed by the property it owned and operated to support its working capital needs and implement its business plan. However, due to the performance of similar types of farming operations in the region, as well as the general economic downturn at the time, financial institutions were unwilling to provide such financing. As a result, Cullen was unable to obtain the necessary funding to support the implementation of its business plan. As a result, between 2010 and May 2012, Cullen disposed of approximately 3,635 acres of land, constituting all of Cullen’s property which it had planned to use to deploy its pasture based dairy and beef business plan. Cullen used the capital received from such sales to support its working capital needs, retire certain of its outstanding debt to reduce interest obligations and avoid running costs which were unsuitable for Cullen’s business plan.

Promptly following the sale of Cullen’s land, Cullen contacted investment bankers, private equity firms, consulting firms, as well as numerous other business relationships to see whether they were aware of any potential strategic alternatives that Cullen could consider. Through these and further efforts, Cullen identified and reviewed information with respect to approximately 25 potential target companies, including some that were start-up companies with no assets or operations and some that were established companies facing difficulties due to the current economic climate.

The majority of these situations were in the natural resources, consumer or financial services sectors. Cullen held preliminary, and in some cases, multiple detailed due diligence meetings with respect to these target companies. These target companies were situated both domestically and internationally. In connection with its review, Cullen delivered and negotiated eight letters of intent to prospective target companies in which it believed a suitable transaction could be structured. These included:

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In each of these cases, the parties engaged in detailed discussions and undertook company, as well as industry specific, due diligence. However, in each case, disagreements arose related to items such as consideration to be paid by Cullen as well as the perceived inherent shortcomings of Cullen’s dilution and size. Accordingly, none of the letters of intent were ever executed by the targets.

On May 21, 2013, Paul Vassilakos, who was serving as a consultant to Cullen at the time, met with Phillip Thomas, the Chief Executive Officer and co-Founder of LIBB. Mr. Vassilakos had socially known Mr. Thomas for several years. Mr. Thomas indicated to Mr. Vassilakos that his beverage company was expanding distribution channels and seeking growth capital.

On May 23, 2013, at the request of Eric Watson, then Chief Executive Officer of Cullen, Mr. Vassilakos met with the founder of a Ready-to-drink alcoholic cocktail brand (“alcoholic cocktail brand”). At the meeting, the founder and Mr. Vassilakos discussed a potential investment from Cullen in that company. Mr. Vassilakos then proposed a meeting between the founder of LIBB and the alcoholic cocktail brand, in order to see if there were opportunities for the companies to work together, as well as get an industry view of LIBB from the founder of the alcoholic cocktail brand. All three parties met on May 24, 2013. After the meeting, the founder of the alcoholic cocktail brand expressed favorable views towards LIBB’s product and agreed to continue to explore how the three parties could work together. During June and July of 2013, LIBB and the alcoholic cocktail brand provided information on their respective companies to Cullen in connection with its review of the two companies.

On August 2, 2013, Mr. Watson, Mr. Vassilakos, Mr. Thomas and the founder of the alcoholic cocktail brand met to discuss both LIBB and the alcoholic cocktail brand. During the meeting, Mr. Thomas updated Mr. Watson of the upcoming opportunities with LIBB. Based on this information, Mr. Watson concluded that LIBB might be an attractive opportunity for Cullen to pursue. On August 4, 2013, Mr. Watson, Mr. Vassilakos and Mr. Thomas met to discuss potential funding sources and a transaction involving Cullen. The parties agreed to continue exchanging information and discuss a potential transaction further. As the discussions continued, it became apparent to Cullen that LIBB’s growth funding needs were more immediate in terms of timing than Cullen could provide, so Cullen agreed to introduce LIBB to more suitable investors that could potentially fund its short term needs. On August 5, 2013, Mr. Vassilakos and Mr. Thomas met with a group of potential investors to discuss LIBB. During August 2013, Cullen continued to introduce LIBB to other business associates and potential investors, which included several family offices and high net worth investors. One specific investor, Nortle Holdings Limited, expressed a strong interest in a transaction with LIBB. On September 3, 2013, Nortle agreed to loan LIBB $200,000 to fund its growth and continued their discussions around a transaction involving Cullen. On June 25, 2014, Nortle subsequently converted its loan to equity of LIBB and is currently a member of LIBB.

During September and October 2013, Cullen continued due diligence on LIBB. On October 3, 2013, Mr. Vassilakos and Mr. Thomas met with Jonathan Ledecky, a major stockholder of Cullen, to discuss the potential transaction. On October 8, 2013, Mr. Ledecky and a colleague of his who is involved in the consumer industry met with Mr. Thomas and Mr. Vassilakos, primarily to get the industry professional’s views on LIBB.

On November 11, 2013, a meeting of the Cullen board of directors was held. All directors attended, as did, by invitation, Mr. Vassilakos and Arthur Gallego, consultants to the Company, and Jeffrey M. Gallant of Graubard Miller, Cullen’s general counsel. Prior to the meeting, information concerning the proposed transaction between Cullen and LIBB was delivered to the directors, including a proposed draft letter of intent for a proposed transaction between Cullen and LIBB. At this meeting, Mr. Watson updated the board on Cullen’s search for a target business with which to complete a business combination, including LIBB. Mr. Watson indicated that based on Cullen’s due diligence of LIBB and the industry it operated in, he thought a transaction with LIBB would be attractive to Cullen’s stockholders. Mr. Watson noted, however, that given his personal time constraints, it was becoming clear that he could not devote the amount of time to Cullen that he wanted to. As a result, he had determined to resign as Cullen’s Chief Executive Officer and a member of its board so that he could focus on his other personal business matters. Mr. Watson noted, however, that he intended to actively follow Cullen’s progress in connection with the proposed transaction with LIBB.

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Mr. Watson also proposed that Mr. Vassilakos be appointed as Chief Executive Officer and a Director to replace him, which was approved by the board.

Mr. Vassilakos then gave the board a brief explanation of how the transaction between Cullen and LIBB arose. Mr. Vassilakos then discussed the investment highlights of LIBB and the opportunity that he believed existed. Mr. Vassilakos then provided the Board with a brief background of the business experience of Arthur Gallego, who was a veteran marketing communications executive with specific expertise in consumer packaged goods, particularly food and beverage. Mr. Gallego provided the Board with a summary of the types of marketing efforts that could be used to increase LIBB’s marketing approach. The Board then discussed the draft letter of intent with LIBB in detail and discussed the process going forward. Mr. Vassilakos indicated that the letter of intent called for Cullen to loan LIBB $600,000. Cullen would then have the option to loan LIBB an additional $600,000, which would be used to expand LIBB’s operations. Following these loans, the parties would negotiate a definitive agreement for a merger of the two companies. Following the discussion on the proposed transaction, the Board approved moving forward and making the two loans to LIBB, which Cullen made on November 19, 2013 and December 5, 2013.

In December 2013, Cullen circulated a draft of a merger agreement between Cullen and LIBB to LIBB and its counsel.

In January 2014, Cullen, LIBB and their respective counsel had several meetings to discuss the corporate structure of the proposed transaction in order to arrive at the ideal structure from a tax perspective.

On March 31, 2014, another meeting of the Cullen board of directors was held. All directors attended, as did, by invitation, Jack Audibert, consultant to Cullen, and Mr. Gallant. Prior to the meeting, additional information related to the proposed transaction between Cullen and LIBB was delivered to the directors. At this meeting, Mr. Vassilakos updated the board on the state of the proposed acquisition of LIBB. Mr. Vassilakos discussed with the Board LIBB’s current operations and planned marketing expansion. Mr. Vassilakos noted that the marketing expansion required an additional amount of capital and management was proposing that Cullen loan LIBB an additional $300,000 to this end. The loan would be on the same terms as the original loans made by Cullen to LIBB in November and December 2013. After discussion, the board approved this additional loan, which was made to LIBB on April 3, 2014.

During the Spring and Summer of 2014, Cullen continued to monitor the growth of LIBB as it entered new outlets and new markets. Legal counsel for both Cullen and LIBB also continued to revise the proposed merger agreement.

On November 11, 2014, Messrs. Vassilakos and Thomas and legal counsel to both Cullen and LIBB met to discuss the merger agreement and related matters.

On November 19, 2014, legal counsel to Cullen circulated a revised draft of the merger agreement incorporating changes discussed at the prior meeting.

Legal counsel for Cullen and LIBB then continued to circulate revised drafts of the merger agreement and ancillary agreements over the next two weeks.

On December 19, 2014, another meeting of the board of directors of Cullen was held to consider approval of the transactions. All directors attended as did, by invitation, Mr. Audibert and Mr. Gallant. Prior to the meeting, information concerning the proposed transaction, including the most recent drafts of the merger agreement and ancillary agreements, were delivered to the directors. At this meeting, Mr. Vassilakos updated the Board on the transaction and LIBB. Mr. Vassilakos also reviewed with the Board the financial statements of LIBB, as well as the terms of proposed transaction. After considerable review and discussion, the merger agreement and related documents were unanimously approved, subject to final negotiations and modifications, and the board determined to recommend the approval of the merger agreement.

The merger agreement was signed on December 31, 2014. The signed agreement did not differ materially from the draft previously circulated on December 19, 2014. Cullen issued a press release prior to the market open on January 5, 2015 and filed a Current Report on Form 8-K the next day announcing the execution of the merger agreement and discussing the terms of the merger agreement.

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Cullen’s Board of Directors’ Reasons for Approval of the Mergers

Cullen’s board of directors carefully evaluated the agreements relating to the proposed merger and reviewed industry and financial data in order to determine that the transaction terms were reasonable and that the merger was in the best interests of Cullen’s stockholders. The following is a summary of the material factors that the Cullen board of directors considered:

Experienced Management Team

LIBB’s management team consists of senior members with decades of experience in the beverage industry which Cullen believes will be instrumental in helping grow the Long Island Iced Tea brand and distribution footprint. Philip Thomas, its Chief Executive Officer, has over 20 years of beverage, ATM and vending machine experience. Peter Dydensborg, its Chief Operating Officer, has over 30 years of experience in the consumer package goods industry, including ten years at Phoenix Beverages and ten years at Kellogg’s. James Meehan, its Chief Accounting Officer, has eleven years of experience in the accounting field, most recently with Marcum LLP.

Expanding Distribution Footprint

Long Island Iced Tea is currently available in a multitude of distribution points across the Northeast, covering leading supermarkets, grocery and convenience stores. LIBB was also carried in select Northeast Costco and Sam’s Club locations for the Spring and Summer of 2014 season. Cullen believes this will provide a solid foundation for future growth. Long Island Iced Tea is also now available in Puerto Rico, with expansion to Midwest states planned for early 2015. Its strong name recognition and quality product also supports future expansion to key international markets.

Growing Product Mix

LIBB has developed ten flavors of Long Island Iced Tea in an effort to ensure that its products meet the desired taste preferences of consumers. Regular flavors, which use natural cane sugar as a sweetener, include Lemon, Peach, Raspberry, Green Tea & Honey, Half Tea & Half Lemonade, Guava and Mango. Diet flavors, which use sucralose as a sweetener, include Diet Lemon and Diet Peach. LIBB also offers an unsweetened version. In addition, Long Island Iced Tea debuted a 60 calories healthier version of its product in the second half of 2014 targeted towards the health conscious consumer and plans to launch gallon bottles of Long Island Iced Tea in the near future.

Growing RTD Tea Market Segment

LIBB participates in the ready-to-drink (“RTD”) tea segment which has and is forecasted to grow. According to a 2014 IBISWorld industry report, the U.S. RTD tea segment is expected to have $5.3 billion of revenues in 2014, a 3.3% increase from the prior year and a 6.1% annualized growth rate over the last five years (2009 – 2014) (Source: IBISWorld Industry Report OD4297. “RTD Tea Production in the US”. January 2014). The industry report also forecasts an annualized revenue growth rate of 10.2% over the next five years, with revenues reaching $8.6 billion in 2019.

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consumer preferences by introducing new products, reducing prices or increasing promotional activities. LIBB also competes against a variety of smaller, regional and private label manufacturers, which may be more innovative and better able to bring new products to market.

Adverse general economic conditions

In its evaluation of LIBB, Cullen’s board of directors considered the current adverse economic conditions and the impact such conditions could have on LIBB’s business. It was the board’s belief that the trends evidenced in the overall non-carbonated consumer beverage market and LIBB’s strategy outweighed concerns about general economic conditions.

Interests of Cullen’s Directors and Officers in the Mergers

In considering the recommendation of the board of directors of Cullen to vote in favor of approval of the merger proposal, the charter proposals, the equity plan proposal and the adjournment proposal, stockholders should keep in mind that Cullen’s directors and executive officers have interests in such proposals that are different from, or in addition to, those of Cullen stockholders generally. In particular:

Recommendation of Cullen’s Board of Directors

After careful consideration of the matters described above, Cullen’s board of directors determined unanimously that each of the merger proposal, the charter proposals, the equity plan proposal and the adjournment proposal, if presented, are fair to and in the best interest of Cullen’s stockholders. Cullen’s board of directors has approved and declared advisable and unanimously recommend that you vote or give instructions to vote “FOR” each of these proposals.

The foregoing discussion of the information and factors considered by the Cullen board of directors is not meant to be exhaustive, but includes the material information and factors considered by the Cullen board of directors.

Material Federal Income Tax Consequences of the Mergers to Cullen and Its Securityholders

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Neither Cullen nor LIBB intends to request any ruling from the Internal Revenue Service as to the United States federal income tax consequences of the merger.

The parent merger has been structured to qualify as a transaction described in Section 351 of the Code and will not result in the recognition of gain or loss by any holder of Cullen common stock.

The U.S. federal tax basis of the shares of Holdco received by the holder of Cullen common stock in the parent merger will be the same as the adjusted tax basis of the Cullen common stock surrendered in exchange therefore. The holding period of the shares of Holdco received in the parent merger by a holder of Cullen common stock will include the period during which such Cullen common stock was held as a capital asset on the date of the merger.

U.S. holders of Cullen common stock that receive shares of Holdco common stock as a result of the mergers will be required to retain records pertaining to the mergers and their shares of Cullen common stock. Any U.S. holder who owns at least 5% (by vote or value) of the total outstanding shares of Cullen common stock after the mergers will be required to file a statement with such holder’s U.S. federal income tax return for the year in which the mergers take place, setting forth certain facts relating to the mergers, including the fair market value of and the aggregate tax basis in the shares of Cullen common stock surrendered in the mergers.

The conclusions expressed above are based on current law. Future legislative, administrative or judicial changes or interpretations, which can apply retroactively, could affect the accuracy of those conclusions.

The tax opinion issued to Cullen by Graubard Miller, its counsel, is attached to this proxy statement/prospectus as Annex E . Graubard Miller has consented to the use of its opinion in this proxy statement/prospectus.

This discussion is intended to provide only a summary of the material United States federal income tax consequences of the merger. It does not address tax consequences that may vary with, or are contingent on, your individual circumstances. In addition, the discussion does not address any non-income tax or any foreign, state or local tax consequences of the merger. Accordingly, you are strongly urged to consult with your tax advisor to determine the particular United States federal, state, local or foreign income or other tax consequences to you of the mergers.

Anticipated Accounting Treatment

For accounting purposes, the transactions will be treated as an acquisition of Cullen by LIBB and as a recapitalization of LIBB as LIBB will hold a large percent of the Holdco shares and will exercise significant influence over the operating and financial policies of the consolidated entity and Cullen was a public shell company at the time of the transaction. Pursuant to ASC 805-10-55-11 through 55-15, the merger or acquisition of a private operating company into a non-operating public shell with nominal assets is considered a capital transaction in substance rather than a business combination.

Regulatory Matters

The mergers and the transactions contemplated by the merger agreement are not subject to any federal or state regulatory requirement or approval, except for filings with the State of New York and the State of Delaware necessary to effectuate the mergers.

Required Vote

The approval of the merger proposal will require the affirmative vote of the holders of a majority of the issued and outstanding shares of Cullen common stock entitled to vote thereon.

Eric J. Watson, a former officer and director of Cullen, and the current officers and directors of Cullen have indicated their intention to vote in favor of the matters presented at the special meeting. Mr. Watson and the current officers and directors of Cullen, who collectively own a majority of the outstanding shares of Cullen common stock, may adopt the merger agreement and approve the mergers, and approve the other matters to be presented at the special meeting, without the affirmative vote of any other Cullen stockholders.

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The approval of the merger proposal is a condition to the consummation of the mergers. If the merger proposal is not approved, the other proposals (except an adjournment proposal, as described below) will not be presented to the stockholders for a vote.

THE CULLEN BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT THE CULLEN STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE MERGER PROPOSAL.