As filed with the U.S. Securities
and Exchange Commission on November 15, 2018.
Registration No. 333-228018
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT NO. 3
TO
FORM
S-1
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Boxwood
Merger Corp.
(Exact
name of registrant as specified in its charter)
|
Delaware
|
6770
|
83-0808563
|
(State
or other jurisdiction of
incorporation or organization)
|
(Primary
Standard Industrial
Classification Code Number)
|
(I.R.S.
Employer
Identification Number)
|
1112
Montana Avenue, Suite 901
Santa Monica, CA 90403
Telephone:
(310) 801-5786
(Address, including zip code, and telephone number,
including area code, of registrant’s principal executive offices)
Stephen
M. Kadenacy
Chief Executive Officer
Boxwood Merger Corp.
1112 Montana Avenue, Suite 901
Santa Monica, CA 90403
Telephone:
(310) 801-5786
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies
to:
|
Alan
Annex
Jason Simon
Greenberg Traurig, LLP
MetLife Building
200 Park Avenue
New York, New York 10166
(212) 801-9200
|
Thomas
J. Ivey
Skadden, Arps, Slate, Meagher & Flom LLP
525 University Avenue
Suite 1400
Palo Alto, California 94301
(650) 470-4500
|
Approximate
date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registration statement.
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under
the Securities Act of 1933 check the following box. ☐
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration statement number of the earlier effective registration statement
for the same offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) 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. ☐
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. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
|
Large
accelerated filer
|
☐
|
Accelerated
filer
|
☐
|
|
Non-accelerated
filer
|
☒
|
Smaller
reporting company
|
☐
|
|
|
|
Emerging
growth company
|
☒
|
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.
☐
CALCULATION
OF REGISTRATION FEE
Title
of Each Class of
Security Being Registered
|
Amount
Being
Registered
|
Proposed
Maximum Offering Price per Security
(1)
|
Proposed
Maximum Aggregate Offering Price
(1)
|
Amount
of Registration Fee
|
|
Units,
each consisting of one share of Class A common stock, $0.0001 par value, and one warrant
|
23,000,000
Units
(2)
|
$10.00
|
$230,000,000
|
$35,794
|
|
Shares
of Class A common stock included as part of the units
(3)
|
23,000,000
Shares
(4)
|
—
|
—
|
—
(6)
|
|
Warrants
included as part of the units
(3)
|
23,000,000
Warrants
(5)
|
—
|
—
|
—
(6)
|
|
Total
|
|
|
$230,000,000
|
$35,794
(7)
|
|
|
(1)
|
Estimated
solely for the purpose of calculating the registration fee.
|
|
|
(2)
|
Includes
3,000,000 units, consisting of 3,000,000 shares of Class A common stock and 3,000,000
warrants, which may be issued upon exercise of a 45-day option granted to the underwriters
to purchase additional units, if any.
|
|
|
(3)
|
Pursuant
to Rule 416 under the Securities Act, there are also being registered an indeterminable
number of additional securities as may be issued to prevent dilution resulting from stock
splits, stock dividends or similar transactions.
|
|
|
(4)
|
Includes
3,000,000 shares of Class A common stock which may be issued upon exercise of a 45-day
option granted to the underwriters to purchase additional units, if any.
|
|
|
(5)
|
Includes
3,000,000 warrants, which may be issued upon exercise of a 45-day option granted to the
underwriters to purchase additional units, if any.
|
|
|
(6)
|
Pursuant
to Rule 457(g) under the Securities Act, no additional fee.
|
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.
The
information in this prospectus is not complete and may be changed. We may not offer or sell these securities until the registration
statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities
and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION,
DATED NOVEMBER 15, 2018
PRELIMINARY
PROSPECTUS
BOXWOOD
MERGER CORP.
$200,000,000
20,000,000
Units
Boxwood Merger Corp. is a Delaware corporation formed for
the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization
or similar business combination with one or more businesses. We have not selected any potential business combination target and
we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or indirectly, with any potential business
combination target. While we may pursue an initial business combination target in any business or industry, we intend to focus
our search on companies that provide technical and industrial services in the United States.
This is an initial public offering of our securities. Each
unit has an initial public offering price of $10.00 and consists of one share of our Class A common stock and one warrant.
Each warrant entitles the holder thereof to purchase one share of our Class A common stock at a price of $11.50 per share, subject
to adjustment as described in this prospectus. We have also granted the underwriters a 45-day option from the date of this prospectus
to purchase up to an additional 3,000,000 units.
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of our Class A common stock
(our “public shares”), upon the completion of our initial business combination at a per-share price in an amount described
herein, payable in cash, subject to the limitations described herein. If we are unable to complete our initial business combination
within 24 months from the closing date of this offering, we will redeem 100% of the public shares at a per-share price, payable
in cash, subject to applicable law and as further described herein.
Our sponsor, Boxwood Sponsor LLC, has committed to purchase
an aggregate of 250,000 units (each a “private placement unit”) at a price of $10.00 per unit, $2,500,000 in the aggregate
and 3,500,000 warrants (or 4,100,000 warrants if the underwriters’ option to purchase additional units is exercised in full) (each
a “private placement warrant”) at a price of $1.00 per warrant, $3,500,000 in the aggregate (or $4,100,000 in the
aggregate if the underwriters’ option to purchase additional units is exercised in full), in a private placement that will close
simultaneously with the closing of this offering. The private placement units and the private placement warrants are identical
to the units and the warrants sold in this offering, subject to certain limited exceptions as described in this prospectus. The
private placement units and the private placement warrants, and their underlying securities, are collectively referred to herein
as the “private placement securities.”
Our initial stockholders currently hold 5,750,000 shares
of our common stock (up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters’
option to purchase additional units is exercised, if at all).
Currently,
there is no public market for our units, Class A common stock or warrants. We have applied to list our units on the Nasdaq Capital
Market (“Nasdaq”) under the symbol “BWMCU.” We cannot guarantee that our securities will be approved for
listing on Nasdaq. The Class A common stock and warrants constituting the units will begin separate trading on the 52nd day following
the date of this prospectus unless Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie
Capital (USA) Inc. inform us of their decision to allow earlier separate trading, subject to certain conditions described in this
prospectus. Once the securities constituting the units begin separate trading, we expect that the Class A common stock and warrants
will be listed on Nasdaq under the symbols “BWMC” and “BWMCW” respectively.
We
are an “emerging growth company” under applicable federal securities laws and, as such, will be subject to reduced
public company reporting requirements. Investing in our securities involves a high degree of risk. See the section of this prospectus
entitled “
Risk Factors
”
beginning on page 29 for a discussion of information that should be considered
in connection with an investment in our securities. Investors will not be entitled to protections normally afforded to investors
in Rule 419 blank check offerings.
Neither
the SEC nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is
truthful or complete. Any representation to the contrary is a criminal offense.
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Per
Unit
|
|
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Total
|
|
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Public
offering price
|
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$
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10.00
|
|
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$
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200,000,000
|
|
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Underwriting
discounts and commissions
(1)
|
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$
|
0.55
|
|
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$
|
11,000,000
|
|
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Proceeds,
before expenses, to us
(1)
|
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$
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9.45
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$
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189,000,000
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|
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(1)
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Includes
$0.35 per unit, or $7,000,000 (or up to $8,050,000 if the underwriters’ option
to purchase additional units is exercised in full), in deferred underwriting commissions
payable to the underwriters to be placed in a trust account located in the United States
with Continental Stock Transfer & Trust Company acting as trustee as described herein,
and to be released to the underwriters only on the completion of our initial business
combination. Does not include certain fees and expenses payable to the underwriters in
connection with this offering. See the section of this prospectus entitled “Underwriting
(Conflicts of Interest)” for a description of compensation and other items of value
payable to the underwriters.
|
Of the proceeds we will receive from
this offering and the sale of the private placement securities described in this prospectus, $200 million (or $230 million if
the underwriters’ option to purchase additional units is exercised in full), or $10.00 per unit, will be deposited into
a segregated U.S.-based trust account with Continental Stock Transfer & Trust Company, acting as trustee. Except for the withdrawal
of interest to pay our taxes and working capital expenses, our amended and restated certificate of incorporation provides that
none of the funds held in the trust account will be released from the trust account until the earliest of: (i) the completion
of our initial business combination; (ii) the redemption of all of our public shares if we are unable to complete our initial
business combination within 24 months from the closing date of this offering, subject to applicable law; or (iii) the redemption
of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if
we have not consummated an initial business combination within 24 months from the closing date of this offering. The proceeds
deposited in the trust account could become subject to the claims of our creditors, if any, which could have priority over the
claims of our public stockholders.
The
underwriters are offering the units for sale on a firm commitment basis. The underwriters expect to deliver the units to the purchasers
on or about , 2018.
______
,
2018
Book-Running
Managers
|
BofA MERRILL LYNCH
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MORGAN STANLEY
|
MACQUARIE CAPITAL
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Co-Manager
I-BANKERS SECURITIES,
INC.
We
are responsible for the information contained in this prospectus. We have not authorized anyone to provide you with different
information, and we take no responsibility for any other information others may give to you. We are not, and the underwriters
are not, making an offer to sell securities in any jurisdiction where the offer or sale is not permitted. You should not assume
that the information contained in this prospectus is accurate as of any date other than the date on the front of this prospectus.
TABLE
OF CONTENTS
Trademarks
This
prospectus contains references to trademarks and service marks belonging to other entities. Solely for convenience, trademarks
and trade names referred to in this prospectus may appear without the ® or ™ symbols, but such references are not intended
to indicate, in any way, that the applicable licensor will not assert, to the fullest extent under applicable law, its rights
to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or
service marks to imply a relationship with, or endorsement or sponsorship of us by, any other companies.
SUMMARY
This
summary only highlights the more detailed information appearing elsewhere in this prospectus. You should read this entire prospectus
carefully, including the information under “Risk Factors” and our financial statements and the related notes included
elsewhere in this prospectus, before deciding whether to invest.
Unless
otherwise stated in this prospectus or the context otherwise requires, references to:
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●
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“we,”
“us,” “Boxwood,” “the company” or “our company”
mean Boxwood Merger Corp., a Delaware corporation;
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●
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“common
stock” mean our founder shares and public shares, together;
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●
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“
founder
shares” mean shares of our common stock initially issued to an affiliate of our
sponsor in a private placement and later transferred to our sponsor prior to this offering
and, as described elsewhere herein, the shares of our Class F issued in the Recapitalization
and the shares of our Class A common stock issued upon the automatic conversion thereof
at the time of our initial business combination as provided herein (for the avoidance
of doubt, such shares of common stock will not be “public shares”);
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●
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“initial
stockholders” mean holders of our founder shares immediately prior to this offering;
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●
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“Macquarie”
mean Macquarie Group Limited (ASX: MQG) together with its subsidiaries and funds (or
similar vehicles) managed by such subsidiaries;
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●
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“Macquarie
Capital” mean the Macquarie Capital division of Macquarie (which includes Macquarie
Capital (USA) Inc., one of the underwriters of this offering);
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●
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“management”
or our “management team” mean our executive officers and directors;
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●
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“MIHI”
mean MIHI LLC, a Delaware limited liability company and an indirect subsidiary of Macquarie
and a part of Macquarie Capital;
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●
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“private
placement securities” mean the private placement units and the private placement
warrants and their underlying securities;
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●
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“private
placement shares” mean the shares of Class A common stock sold as part of the private
placement units;
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●
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“private
placement units” mean the units to be issued to our sponsor in a private placement
that will close simultaneously with the closing of this offering;
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●
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“private
placement warrants” mean the warrants to be issued to our sponsor in a private
placement that will close simultaneously with the closing of this offering and upon conversion
of working capital loans, if any, and the warrants sold as part of the private placement
units;
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●
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“public
shares” mean shares of our Class A common stock sold as part of the units in this
offering (whether they are purchased in this offering or thereafter in the open market);
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●
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“public
stockholders” mean the holders of our public shares, including our initial stockholders
and management team to the extent our initial stockholders and/or members of our management
team purchase public shares, provided that each initial stockholder’s and member
of our management team’s status as a “public stockholder” will only
exist with respect to such public shares;
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●
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“sponsor”
mean Boxwood Sponsor LLC, a Delaware limited liability company, which is jointly controlled
by an entity affiliated with MIHI and Boxwood Management Company, LLC, a Delaware LLC,
an entity that is controlled by Stephen M. Kadenacy, our Chief Executive Officer; and
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●
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“equity-linked
securities” are to any debt or equity securities that are convertible, exercisable
or exchangeable for shares of our Class A common stock issued in a financing transaction
in connection with our initial business combination, including but not limited to a private
placement of equity or debt.
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Unless
we tell you otherwise, the information in this prospectus assumes that the underwriters will not exercise their option to purchase
additional units.
General
We
are a blank check company incorporated as a Delaware corporation formed for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. We have not identified any potential initial
business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or
indirectly, with any potential initial business combination target.
We
will seek to capitalize on the significant experience and contacts of our management
team, led by Stephen M. Kadenacy, our Chief Executive Officer, and Macquarie Capital
in consummating an initial business combination. Although we may pursue an initial business
combination in any business, industry or geographic location, we currently intend to
focus on companies that provide technical and industrial services in the United States.
We intend to evaluate both private and public companies as potential initial business
combination targets, focusing on opportunities that we believe would provide appropriate
risk adjusted returns to stockholders.
Our
Chief Executive Officer (“CEO”), Stephen M. Kadenacy, most recently served as the President and Chief Operating Officer
of AECOM (NYSE: ACM), a leading provider of planning, consulting, architectural and engineering design services to commercial
and government clients. During his tenure at AECOM, Mr. Kadenacy served in a number of capacities and played an important role
in helping to grow AECOM from approximately $4 billion of revenues from the time he joined AECOM in 2008 to $18 billion in 2017.
From October 2011, when Mr. Kadenacy was appointed Chief Financial Officer, to July 2017 when Mr. Kadenacy left AECOM, AECOM’s
market capitalization increased by approximately $3 billion, while operating cashflow generated at AECOM increased by more than
sixfold.
We
believe Mr. Kadenacy is uniquely qualified to lead Boxwood, given his combination of:
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reputation,
network and operational experience, having led as AECOM’s President and Chief Operating
Officer a global organization of approximately 87,000 employees generating more than
$18 billion of revenues across a broad range of services and geographies;
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●
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extensive
experience in identifying, screening and executing M&A transactions during his tenure
at AECOM, having led over a dozen acquisitions including AECOM’s acquisition of
URS Corporation, which generated more than $10 billion of revenues at the time of AECOM’s
acquisition; and
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●
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capital
markets expertise developed during his role as Chief Financial Officer, having overseen
AECOM’s relationships with equity and debt investors, including having led AECOM’s
quarterly earnings calls and meetings with its investors, as well as having led AECOM’s
first high-yield bond financing transaction.
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Our
sponsor is jointly controlled by an affiliate of Stephen M. Kadenacy and MIHI, a wholly owned subsidiary of Macquarie and a part
of Macquarie Capital. Macquarie is a global provider of financial, advisory, investment and funds management services. Macquarie’s
main business focus is generating returns to investors and stockholders by providing a diversified range of services to clients.
Macquarie acts on behalf of institutional, corporate and retail clients and counterparties around the world. Founded in 1969,
Macquarie operates in 25 countries, employs approximately 14,500 people and has assets under management of over $381 billion (as
of March 31, 2018).
Macquarie
Capital comprises Macquarie’s advisory, capital raising and principal investing capabilities. The firm provides varied services
to corporate, financial sponsor and government clients involved in mergers and acquisitions, debt and equity fund raising, corporate
restructuring, project finance and public private partnerships. In the U.S., Macquarie Capital has specialist sector expertise
and a comprehensive advisory and capital markets platform.
The
past performance of the members of our management team, Macquarie or any of its affiliates is not a guarantee that we will be
able to identify a suitable candidate for our initial business combination or of success with respect to any business combination
we may consummate. You should not rely on the historical record of the performance of our management, Macquarie or any of its
affiliates’ performance as indicative of our future performance. None of our directors has any past experience with any
blank check companies or special purpose acquisition companies.
Business
Strategy
Our
business strategy is to target, identify and complete our initial business combination with a company that provides technical
and industrial services across a broad range of industries, including companies that provide design services, engineering services,
facilities management services, operation and maintenance services, environmental services, and construction management services.
We believe that technical
and industrial services companies present an attractive set of opportunities for a SPAC to pursue a business combination. Specifically,
technical and industrial services companies operate in highly fragmented markets and offer a broad range of value-added services.
Many of these companies exhibit attractive financial profiles, such as highly visible, recurring revenue, durable performance
through economic cycles, and are readily scalable, providing organic and inorganic growth opportunities.
We also believe that
businesses providing technical and industrial services can benefit from attractive economic and industry trends, including:
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an estimated $748 billion of non-residential spending in the
U.S. in 2017, according to FMI;
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an estimated $4.6 trillion of spending needed for aging U.S.
infrastructure by 2025, according to the American Society of Civil Engineers;
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$305 billion of planned transportation spending expected by 2020
pursuant to the FAST Act;
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$608 billion of planned pipeline and hazardous materials safety
spending by 2020 pursuant to the 2016 PIPES Act;
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an estimated $160 billion market for cyber security services and infrastructure by 2020, according
to TechNavio; and
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an estimated $447 billion of the federal government’s environmental liability, according to
the U.S. Government Accountability Office.
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Our
acquisition strategy will leverage our team’s network of potential proprietary and public transaction sources where we believe
a combination of our relationships, knowledge, and experience in our intended target sector could effect an appropriate initial
business combination and result in a positive transformation or augmentation of an existing company.
Our
management team, led by Mr. Kadenacy, in cooperation with Macquarie Capital, has experience:
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operating
companies, establishing and revising strategies, and identifying, mentoring and recruiting
talent in our intended target industries;
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developing
and growing companies, both organically and inorganically;
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sourcing,
structuring, acquiring and selling businesses and achieving synergies to create stockholder
value;
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fostering
relationships with sellers, capital providers and target management teams; and
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accessing
the capital markets across various business cycles, including financing businesses and
assisting companies with the transition to public ownership.
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We
believe there are a large number of companies providing technical and industrial services that can benefit from the above expertise,
with opportunities for significant value creation upon completion of a business combination and a public listing for the target
company.
Following the completion
of this offering, we intend to begin the process of communicating with our management team’s and Macquarie Capital’s
network of relationships to articulate the parameters for our search for a potential target initial business combination and begin
the process of pursuing and reviewing potential opportunities. We expect to generally avoid auctions and other competitive processes
in seeking potential acquisition opportunities.
Competitive
Strengths
We believe our management
team, including Mr. Kadenacy, and Macquarie Capital will provide us with a significant pipeline of opportunities from which to
evaluate potential business combinations that will benefit from our collective expertise, relationships and network. We believe
that our competitive strengths include the following:
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Proprietary
Sourcing Network.
We believe our management team’s reputation, highlighted
by Mr. Kadenacy’s tenure at AECOM, will be viewed favorably by target businesses
and will allow us to generate transaction opportunities that will be unique to us. We
also intend to leverage Macquarie Capital’s relationships to source proprietary
transaction opportunities.
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●
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Deep
Industry Expertise
. We believe we have deep industry expertise in providing technical
and industrial services, given Mr. Kadenacy’s experience at AECOM, and the breadth
of activities that Mr. Kadenacy oversaw as AECOM’s President, Chief Operating Officer
and Chief Financial Officer. Furthermore, Macquarie Capital, through its activities in
project finance and infrastructure, has a unique set of relationships in our intended
target industries that we intend to leverage. We believe our industry expertise will
allow us to identify companies with opportunities for significant value creation.
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M&A
Expertise
. Our management team has an extensive track record of identifying,
screening and acquiring companies. In particular, Mr. Kadenacy during his tenure at AECOM
led over a dozen acquisitions, including AECOM’s $6 billion acquisition of URS
Corporation. Furthermore, we will leverage the expertise of Macquarie Capital, which
was involved in over $271 billion of transactions in the twelve months ending March 31,
2018.
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Capital
Markets Expertise
. Our management team has deep understanding of capital markets,
which we believe is an important aspect of a SPAC management team. We believe that the
combination of Mr. Kadenacy and Macquarie Capital’s experience and network in the
public equity markets will allow us to effectively position our investment thesis for
the business combination transaction, as well as for the combined company post closing.
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Depth
of Team and Sponsorship
. We intend to assemble a management team with senior
executives whose collective experience and network, combined with resources available
to us from Macquarie Capital, we believe will allow us to pursue a number of transaction
opportunities concurrently, and expedite the time required from initial identification
of an opportunity to transaction announcement.
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Business
Combination Criteria
Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we
may decide to enter into an initial business combination with a target business that does not meet these criteria or guidelines.
We intend to focus on companies that provide value-added services that we believe:
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have
market leadership positions in their respective products and services;
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have
an attractive risk profile, including revenues under long-term contracts and/or strong
backlog of business;
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have
attractive organic and inorganic growth opportunities which may be accelerated with our
expertise and/or access to a public listing;
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can
benefit from an improved capital structure or streamlined ownership structure;
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are
at an inflection point, such as requiring additional management expertise or where we
believe we can drive improved financial performance; and
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offer
an attractive risk-adjusted return for our stockholders.
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We intend to seek
a target with an aggregate enterprise value of approximately $750 million to $2.0 billion, determined according to reasonably
accepted valuation standards and methodologies. We believe targeting companies in the middle market will provide the greatest
number of opportunities for investment and will maximize the collective network of our management team and Macquarie Capital.
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our
management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business
that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria
in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be
in the form of proxy solicitation materials or tender offer documents that we would file with the U.S. Securities and Exchange
Commission (the “SEC”).
Initial
Business Combination
Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of
the value of the assets held in the trust account (excluding the deferred underwriting commissions, and taxes payable on the interest
earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.
If our board of directors is not able to independently determine the fair market value of our initial business combination, we
will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority
(“FINRA”) or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. Our stockholders
may not be provided with a copy of such opinion nor will they be able to rely on such opinion.
We
anticipate structuring our initial business combination so that the post transaction company in which our public stockholders
own shares will own or acquire 100% of the equity interests or assets and liabilities of the target business or businesses. We
may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100%
of such interests or assets and liabilities of the target business in order to meet certain objectives of the target management
team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for the post transaction company not to be required to register as an investment company under the Investment
Company Act of 1940, as amended (the “Investment Company Act”). Even if the post transaction company owns or acquires
50% or more of the voting securities of the target, our stockholders prior to the initial business combination may collectively
own a minority interest in the post transaction company, depending on valuations ascribed to the target and us in the business
combination. For example, we could pursue a transaction in which we issue a substantial number of new shares in exchange for all
of the outstanding capital stock of a target. In this case, we would acquire a 100% controlling interest in the target. However,
as a result of the issuance of a substantial number of new shares, our stockholders immediately prior to our initial business
combination could own less than a majority of our outstanding shares subsequent to our initial business combination. If less than
100% of the equity interests or assets of a target business or businesses are owned or acquired by the post transaction company,
the portion of such business or businesses that is owned or acquired is what will be taken into account for purposes of Nasdaq’s
80% of net assets test. If the business combination involves more than one target business, the 80% of net assets test will be
based on the aggregate value of all of the transactions.
Our
Business Combination Evaluation Process
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other
things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well
as a review of financial and other information that will be made available to us.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with Macquarie, our sponsor,
officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with
our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment
banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to us
from a financial point of view.
Members
of our management team, our sponsor and their affiliates will directly or indirectly own founder shares and/or private placement
securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and
directors may have a conflict of interest with respect to evaluating a potential business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial
business combination.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to one or more other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor
his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject
to their fiduciary duties under law, and only present the opportunity to us if such other entity rejects the opportunity. We do
not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect
our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that
we renounce our interest in any corporate opportunity offered to any of our officers and directors unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is
one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Macquarie
and its affiliates engage in a broad spectrum of activities including principal investing, specialized investment vehicle management,
asset management, financial advisory, securities underwriting, sales and trading, investment research, lending and other activities.
In the ordinary course of business, they engage in activities where their interests or the interests of their clients may conflict
with our interests. Accordingly, there may be situations in which Macquarie or an affiliate has an obligation or an interest that
actually or potentially conflicts with our interests. You should assume that these conflicts will not be resolved in our favor
and, as a result, we may be denied certain acquisition opportunities or otherwise disadvantaged in certain situations by our relationship
with Macquarie.
Macquarie,
its affiliates and their clients make investments in a variety of different businesses and may directly compete with us for acquisition
opportunities provided or created by Macquarie or its affiliates that meet our initial business combination objectives. Neither
Macquarie nor any of its affiliates has an obligation to offer potential acquisition opportunities to us and may allocate them
at its discretion to us or other parties. We will not have any priority in respect of acquisition opportunities provided or created
by Macquarie or its affiliates. You should assume that Macquarie and its affiliates and clients will have priority over us in
terms of access to acquisition opportunities and, as a result, we may be denied certain acquisition opportunities or otherwise
disadvantaged in certain situations by our relationship with Macquarie.
Clients
of Macquarie and its affiliates may also compete with us for investment opportunities meeting our initial business combination
objectives. If Macquarie or any of its affiliates is engaged to act for any such clients, we may be precluded from pursuing opportunities
that would conflict with Macquarie’s or its affiliates’ obligations to such client. In addition, investment ideas
generated within Macquarie or its affiliates may be suitable for our company or a client of Macquarie or its affiliates, and may
be directed to any of such persons or entities rather than to us. Macquarie or its affiliates may also be engaged to advise the
seller of a company, business or assets that would qualify as an acquisition opportunity for us. In such cases, we may be precluded
from participating in the sale process or from purchasing the company, business or assets. If, however, we are permitted to pursue
the opportunity, the interests of Macquarie or its affiliates, or their obligations to the seller, may diverge from our interests.
Our
sponsor, officers and directors have agreed, pursuant to a written letter agreement, not to participate in the formation of, or
become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our
initial business combination or we have failed to complete our initial business combination within 24 months after the closing
date of this offering. Neither Macquarie nor any of its affiliates (other than the sponsor) has entered into such an agreement,
and, accordingly, are not precluded from participating in any other blank check company or from underwriting an offering by any
other blank check company. Accordingly, MIHI has acted as sponsor for other blank check companies and may act as sponsor for additional
blank check companies before an initial business combination is completed.
Prior
to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities
under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). As a result, we will be
subject to the rules and regulations promulgated under the Exchange Act. We have no current intention of filing a Form 15 to suspend
our reporting or other obligations under the Exchange Act prior or subsequent to the consummation of our initial business combination.
Corporate
Information
In
June 2017, our sponsor purchased 100 shares of our common stock for an aggregate purchase price of $25,000. Prior to this initial
investment, we had no assets, tangible or intangible. On August 20, 2018, our name was changed from M Acquisition Company III
Corp. to Boxwood Merger Corp. On November 14, 2018, we effected a recapitalization pursuant to which each share of our common
stock outstanding prior to this offering was converted into 71,875 shares of our Class F common stock (the “Recapitalization”).
On November 15, 2018, our sponsor forfeited 1,437,500 shares of our Class F common stock, such that our initial stockholders own
an aggregate of 5,750,000 founder shares (up to 750,000 of which are subject to forfeiture depending on the extent to which the
underwriters’ option to purchase additional units is exercised, if at all) (the “Forfeiture”). Except as otherwise
described herein, this prospectus, and its disclosure, gives effect to the Recapitalization and Forfeiture.
Our
executive offices are located at 1112 Montana Avenue, Suite 901, Santa Monica, CA 90403.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended (the “Securities
Act”) as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). As such, we are eligible
to take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that
are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor attestation
requirements of Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) reduced disclosure obligations
regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding
a non-binding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously
approved. If some investors find our securities less attractive as a result, there may be a less active trading market for our
securities and the prices of our securities may be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our common stock that are held by non-affiliates
exceeds $700 million as of the prior September 30, and (2) the date on which we have issued more than $1.0 billion in non-convertible
debt during the prior three year period. References herein to “emerging growth company” will have the meaning associated
with it in the JOBS Act.
The
Offering
In
deciding whether to invest in our securities, you should take into account not only the backgrounds of the members of our management
team, but also the special risks we face as a blank check company and the fact that this offering is not being conducted in compliance
with Rule 419 promulgated under the Securities Act. You will not be entitled to protections normally afforded to investors in
Rule 419 blank check offerings. You should carefully consider these and the other risks set forth in the section below entitled
“Risk Factors” beginning on page 29 of this prospectus.
|
Securities
offered
|
20,000,000
units, at $10.00 per unit, each unit consisting of:
● one
share of Class A common stock; and
●
one warrant to purchase one share of Class A common stock.
|
|
Nasdaq
symbols
|
Units:
“BWMCU”
Class
A common stock: “BWMC”
Warrants:
“BWMCW”
|
|
Trading
commencement and separation of Class A common stock and warrants
|
The
units are expected to begin trading on or promptly after the date of this prospectus. The Class A common stock and warrants
comprising the units will begin separate trading on the 52nd day following the date of this prospectus unless Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc. inform us of their
decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and
having issued a press release announcing when such separate trading will begin. Once the shares of Class A common stock and
warrants commence separate trading, holders will have the option to continue to hold units or separate their units into the
component securities. Holders will need to have their brokers contact our transfer agent in order to separate the units into
shares of Class A common stock and warrants.
|
|
Separate
trading of the Class A common stock and warrants is prohibited until we have filed a Current Report on Form 8-K
|
In
no event will the Class A common stock and warrants trade separately until we have filed with the SEC a Current Report on
Form 8-K which includes an audited balance sheet reflecting our receipt of the gross proceeds at the closing of this offering.
We will file the Current Report on Form 8-K promptly after the closing of this offering, which is anticipated to take place
three business days from the date of this prospectus. If the underwriters’ option to purchase additional units is exercised
following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed
to provide updated financial information to reflect the exercise of the underwriters’ option to purchase additional
units.
|
|
|
|
|
Units:
|
|
|
Number
outstanding before this offering
|
0
|
|
Number
of private placement units
|
250,000
(1)
|
|
Number
outstanding after this offering
|
20,250,000
(1)
|
|
Common
stock:
|
|
|
Number
of shares outstanding before this offering
|
5,750,000
(2)(4)
|
|
Number
of shares outstanding after this offering
|
25,250,000
(1)(3)(4)
|
|
Warrants:
|
|
|
Number
of private placement warrants
|
3,750,000
(1)(5)
|
|
Number
of warrants to be outstanding after this offering and the private placement
|
23,750,000
(1)
|
|
|
|
|
Exercisability
|
Each
warrant offered in this offering will be exercisable to purchase one share of Class A common stock.
|
|
Exercise
price
|
$11.50
per share, subject to adjustments as described herein.
|
|
Exercise
period
|
The
warrants will become exercisable on the later of:
● 30
days after the completion of our initial business combination; and
● 12
months from the closing date of this offering;
provided
in each case that we have declared effective a registration statement under the Securities Act covering the shares of
Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and
such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state
of residence of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances
specified in the warrant agreement). If and when the warrants become redeemable by us, we may exercise our redemption
right even if we are unable to register or qualify the underlying securities for sale under all applicable state securities
laws.
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|
|
(1)
|
Assumes
no exercise of the underwriters’ option to purchase additional units and 750,000 founder shares are surrendered to us
by our sponsor for no consideration.
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|
|
(2)
|
Consists solely
of founder shares and includes up to 750,000 founder shares that will be surrendered to us for no consideration by our sponsor
depending on the extent to which the underwriters’ option to purchase additional units is exercised, if at all.
|
|
|
(3)
|
Consists of
20,000,000 public shares, 5,000,000 founder shares and 250,000 shares of Class A common stock included in the private placement
units.
|
|
|
(4)
|
Founder shares
are classified as shares of Class F common stock, which shares will automatically convert into shares of Class A common stock
at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one basis, subject to
adjustment as described below adjacent to the caption “Founder shares conversion and anti-dilution rights.”
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|
|
(5)
|
Consists of
3,500,000 of private placement warrants sold in the private placement and 250,000 private placement warrants included in the
private placement units.
|
|
|
We
are not registering the shares of Class A common stock issuable upon exercise of the
warrants at this time. However, we have agreed that as soon as practicable, but in no
event later than 15 business days after the closing of our initial business combination,
we will use our best efforts to file with the SEC and have declared effective a registration
statement covering the shares of Class A common stock issuable upon exercise of the warrants
and to maintain a current prospectus relating to those shares of Class A common stock
until the warrants expire or are redeemed, as specified in the warrant agreement. If
a registration statement covering the shares of Class A common stock issuable upon exercise
of the warrants is not effective by the 60th day after the closing of our initial business
combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration
statement, exercise warrants on a “cashless basis” in accordance with Section
3(a)(9) of the Securities Act or another exemption.
The
warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination
or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly
to us and not placed in the trust account.
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|
Redemption
of warrants
|
Once
the warrants become exercisable, we may redeem the outstanding warrants (except as described
herein with respect to the private placement warrants):
● in
whole and not in part;
● at
a price of $0.01 per warrant;
● upon
a minimum of 30 days’ prior written notice of redemption, which we refer to as the 30-day redemption period; and
● if,
and only if, the closing price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day
period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant holders.
We
will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of
Class A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares
of Class A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised
on a cashless basis and such cashless exercise is exempt from registration under the Securities Act. If and when the warrants
become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying
securities for sale under all applicable state securities laws.
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|
|
If
we call the warrants for redemption as described above, we will have the option to require
all holders that wish to exercise warrants to do so on a “cashless basis.”
In determining whether to require all holders to exercise their warrants on a “cashless
basis,” we will consider, among other factors, our cash position, the number of
warrants that are outstanding and the dilutive effect on our stockholders of issuing
the maximum number of shares of Class A common stock issuable upon the exercise of our
warrants. In such event, each holder would pay the exercise price by surrendering the
warrants for that number of shares of Class A common stock equal to the quotient obtained
by dividing (x) the product of the number of shares of Class A common stock underlying
the warrants, multiplied by the excess of the “fair market value” (defined
below) over the warrant price, by (y) the fair market value. The “fair market value”
will mean the average reported last closing price of the shares of Class A common stock
for the 10 trading days ending on the third trading day prior to the date on which the
notice of redemption is sent to the holders of warrants. Please see “Description
of Securities — Warrants — Public Stockholders’ Warrants” for
additional information.
None
of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers of the private
placement warrants or their permitted transferees.
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|
Founder
shares
|
We were initially formed
in June 2017 and capitalized with $25,000. Prior to the initial investment in the company
of $25,000, the company had no assets, tangible or intangible. The per share price of
the founder shares was determined by dividing the amount initially contributed to the
company by the number of founder shares issued. In October 2018, our sponsor sold certain
of the founder shares to our three independent director nominees. On November 14, 2018
and November 15, 2018, we effected the Recapitalization and the Forfeiture, respectively,
and, as a result, our sponsor and independent director nominees hold 5,750,000 shares
of our Class F common stock (up to 750,000 of which are subject to forfeiture depending
on the extent to which the underwriters’ option to purchase additional units is
exercised, if at all). The number of founder shares issued in the Recapitalization and
subsequently forfeited in the Forfeiture was determined based on the expectation that
the total size of this offering would be a maximum of 23,000,000 units if the underwriters’
option to purchase additional units is exercised in full, and therefore such founder
shares would represent 20% of the issued and outstanding shares of common stock after
this offering (not including the shares of Class A common stock underlying the private
placement units). If we increase or decrease the size of this offering, we will effect
a subsequent stock split, stock dividend or share contribution back to capital, as applicable,
immediately prior to the consummation of this offering in such amount as to maintain
the ownership of our initial stockholders at 20% of the issued and outstanding shares
of common stock after this offering (not including the shares of Class A common stock
underlying the private placement units). In addition, because of their ownership block,
our initial stockholders may be able to effectively influence the outcome of all other
matters requiring approval of our stockholders, including, amendments to our amended
and restated certificate of incorporation and approval of significant corporate transactions.
Our sponsor will surrender for no consideration up to 750,000 founder shares depending
on the extent to which the underwriters’ option to purchase additional units is
exercised, if at all.
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|
|
The
founder shares are identical to the shares of Class A common stock included in the units
being sold in this offering, except that:
● the
founder shares are subject to certain transfer restrictions, as described in more detail below;
● our
initial stockholders have entered into a letter agreement with us pursuant to which they have agreed to (i) waive their
redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire
during or after this offering in connection with the completion of our initial business combination, (ii) waive their
redemption rights with respect to their founder shares, private placement shares and any public shares they may acquire
during or after this offering in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public
shares if we fail to complete our initial business combination within 24 months from the closing date of this offering
and (iii) waive their rights to liquidating distributions from the trust account with respect to their founder shares
and private placement shares if we fail to complete our initial business combination within 24 months from the closing
date of this offering (although they will be entitled to liquidating distributions from the trust account with respect
to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame).
If we submit our initial business combination to our public stockholders for a vote, our initial stockholders have agreed
to vote all of their founder shares, private placement shares and any public shares they hold that are purchased during
or after this offering in favor of our initial business combination. As a result, in addition to our initial stockholders’
founder shares and private placement shares, we would need only 7,375,001, or 36.9%, of the 20,000,000 public shares being
offered and sold in this offering to be voted in favor of such a transaction (assuming all outstanding shares of our common
stock are voted and the underwriters’ option to purchase additional units is not exercised) in order to have such
initial business combination approved. Our other directors and officers have entered into letter agreements similar to
the one entered into by our initial stockholders with respect to public shares acquired by them in or after this offering;
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|
|
● the
founder shares are automatically convertible into shares of our Class A common stock
at the time of our initial business combination, or earlier at the option of the holder,
on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution rights,
as described in more detail below; and
● the
founder shares are entitled to registration rights.
|
|
Transfer
restrictions on founder shares
|
Our
initial stockholders have agreed not to transfer, assign or sell any of their founder
shares until the earlier of: (i) one year after the completion of our initial business
combination and (ii) the date on which we complete a liquidation, merger, stock exchange
or other similar transaction after our initial business combination that results in all
of our public stockholders having the right to exchange their shares of Class A common
stock for cash, securities or other property (except as described herein under “Principal
Stockholders — Transfers of Founder Shares and Private Placement Securities”).
Any permitted transferees will be subject to the same restrictions and other agreements
of our initial stockholders with respect to any founder shares. We refer to such transfer
restrictions throughout this prospectus as the lock-up.
Notwithstanding
the foregoing, if the last reported closing price of our Class A common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within
any 30-trading day period commencing at least 150 days after our initial business combination, the founder shares will
be released from the lock-up.
|
|
Voting
Rights
|
With
respect to any matter submitted to a vote of our stockholders, including any vote in connection with our initial business
combination, holders of our founder shares, holders of our private placement shares and holders of our public shares will
vote together, with each share entitling the holder to one vote.
|
|
Private
placement securities
|
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 250,000 private
placement units, each consisting of one share of Class A common stock and one warrant, at a price of $10.00 per unit,
$2,500,000 in the aggregate and 3,500,000 private placement warrants (or 4,100,000 warrants if the underwriters’ option to purchase
additional units is exercised in full), each exercisable to purchase one share of Class A common stock at $11.50 per share, at
a price of $1.00 per warrant, approximately $3,500,000 in the aggregate (or $4,100,000 in the aggregate if the underwriters’ option
to purchase additional units is exercised in full), in a private placement that will close simultaneously with the closing of this
offering. If we do not complete our initial business combination within 24 months from the closing date of this offering, the private
placement units (and the underlying private placement shares) will have no value and the private placement warrants will expire
worthless. The private placement warrants will be non-redeemable and exercisable on a cashless basis so long as they are held by
the initial purchasers or their permitted transferees (except as described below under “Principal Stockholders — Transfers
of Founder Shares and Private Placement Securities”). If the private placement warrants are held by holders other than the
initial purchasers or their permitted transferees, the private placement warrants will be redeemable by us and exercisable by the
holders on the same basis as the warrants included in the units being sold in this offering. The initial purchasers, as well as
their permitted transferees, have the option to exercise the private placement warrants on a cashless basis.
|
|
Transfer
restrictions on private placement securities
|
The
private placement securities (including the underlying private placement warrants, the private placement shares and the Class
A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable until
30 days after the completion of our initial business combination, except as described herein under “Principal Stockholders
— Transfers of Founder Shares and Private Placement Securities.” Following such period, the private placement
units (including the underlying private placement warrants, the private placement shares and the shares of Class A common
stock issuable upon exercise of the private placement warrants) will be transferable, assignable or salable, except that the
private placement units will not trade.
|
|
Founder
shares conversion and anti-dilution rights
|
The
shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination on a one-for-one basis, subject to adjustment as provided herein. In the case that additional shares of Class
A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts sold in this offering and
related to the closing of our initial business combination, the ratio at which shares of Class F common stock shall convert
into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class
F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that
the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal, in
the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion
of this offering (not including the shares of Class A common stock underlying the private placement units) plus all shares
of Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination
(net of the number of shares of Class A common stock redeemed in connection with our initial business combination), excluding
any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. Holders
of founder shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A
common stock, subject to adjustment as provided above, at any time.
|
|
Proceeds
to be held in trust account
|
Nasdaq
listing rules provide that at least 90% of the gross proceeds from this offering and
the sale of the private placement securities be deposited in a trust account. Of the
proceeds we will receive from this offering and the sale of the private placement securities
described in this prospectus, $200.0 million (or $230.0 million if the underwriters’
option to purchase additional units is exercised in full), or $10.00 per unit, will be
deposited into a segregated trust account located in the United States, with Continental
Stock Transfer & Trust Company acting as trustee and $2.0 million will be used to
pay expenses in connection with this offering and for working capital following this
offering. The proceeds to be placed in the trust account will include $7,000,000 (or
up to $8,050,000 if the underwriters’ option to purchase additional units is exercised),
in deferred underwriting commissions.
Except
for the withdrawal of interest to pay our taxes our amended and restated certificate of incorporation, as discussed below
and subject to the requirements of law and regulation, provides that none of the funds held in the trust account will
be released from the trust account until the earliest of (i) the completion of our initial business combination, (ii)
the redemption of all of our public shares if we are unable to complete our initial business combination within 24 months
from the closing date of this offering, subject to applicable law, or (iii) the redemption of our public shares properly
submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated
an initial business combination within 24 months from the closing date of this offering. The proceeds deposited in the
trust account could become subject to the claims of our creditors, if any, which could have priority over the claims of
our public stockholders.
|
|
Anticipated
expenses and funding sources
|
Unless
and until we complete our initial business combination, no proceeds held in the trust
account will be available for our use, except for the withdrawal of interest to pay our
taxes. The proceeds held in the trust account will be invested only in U.S. government
treasury obligations with a maturity of 180 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act which invest only
in direct U.S. government treasury obligations. We estimate the interest earned on the
trust account will be approximately $3.9 million per year; however, we can provide no
assurances regarding this amount. Unless and until we complete our initial business combination,
we may pay our expenses only from:
● the
net proceeds of this offering not held in the trust account, which are expected to be approximately $1,000,000 in working
capital after the payment of approximately $1,000,000 in expenses relating to this offering;
● interest
earned on the trust account for payment of taxes; and
● any
loans or additional investments from our sponsor or an affiliate of our sponsor or certain of our officers or directors,
although they are under no obligation to advance funds or invest in us, and provided any such loans will not have any
claim on the proceeds held in the trust account unless such proceeds are released to us upon completion of our initial
business combination.
|
|
Conditions
to completing our initial business combination
|
There
is no limitation on our ability to raise funds privately or through loans in connection
with our initial business combination. Nasdaq rules require that we must complete one
or more business combinations having an aggregate fair market value of at least 80% of
the value of the assets held in the trust account (excluding the deferred underwriting
commissions, and taxes payable on the interest earned on the trust account) at the time
of our signing a definitive agreement in connection with our initial business combination.
If our board of directors is not able to independently determine the fair market value
of our initial business combination, we will obtain an opinion from an independent investment
banking firm which is a member of FINRA or an independent valuation or appraisal firm
with respect to the satisfaction of such criteria. Our stockholders may not be provided
with a copy of such opinion nor will they be able to rely on such opinion.
We
will complete our initial business combination only if the post-transaction company in which our public stockholders own
shares will own or acquire 50% or more of the outstanding voting securities of the target or is otherwise not required
to register as an investment company under the Investment Company Act. Even if the post-transaction company owns or acquires
50% or more of the voting securities of the target, our stockholders prior to our initial business combination may collectively
own a minority interest in the post-business combination company, depending on valuations ascribed to the target and us
in the business combination transaction. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post-transaction company, the portion of such business or businesses that is owned or acquired
is what will be taken into account for purposes of Nasdaq’s 80% of net assets test, provided that in the event that
the business combination involves more than one target business, the 80% of net assets test will be based on the aggregate
value of all of the transactions and we will treat the transactions together as our initial business combination for purposes
of a tender offer or for seeking stockholder approval, as applicable.
|
|
Permitted
purchases of public shares and public warrants by our affiliates
|
If
we seek stockholder approval of our initial business combination and we do not conduct
redemptions in connection with our initial business combination pursuant to the tender
offer rules, our sponsor, initial stockholders, directors, executive officers, advisors
or their affiliates may purchase public shares or public warrants in privately negotiated
transactions or in the open market either prior to or following the completion of our
initial business combination. However, they have no current commitments, plans or intentions
to engage in such transactions and have not formulated any terms or conditions for any
such transactions. None of the funds held in the trust account will be used to purchase
public shares or public warrants in such transactions. If they engage in such transactions,
they will not make any such purchases when they are in possession of any material nonpublic
information not disclosed to the seller or if such purchases are prohibited by Regulation
M under the Exchange Act. Subsequent to the consummation of this offering, we will adopt
an insider trading policy which will require insiders to refrain from purchasing shares
during certain blackout periods and when they are in possession of any material nonpublic
information and to clear all trades with our legal counsel prior to execution. We cannot
currently determine whether our insiders will make such purchases pursuant to a Rule
10b5-1 plan, as such purchases will be dependent upon several factors, including but
not limited to, the timing and size of such purchases. Depending on such circumstances,
our insiders may either make such purchases pursuant to a Rule 10b5-1 plan or determine
that such a plan is not necessary. We do not currently anticipate that such purchases,
if any, would constitute a tender offer subject to the tender offer rules under the Exchange
Act or a going-private transaction subject to the going-private rules under the Exchange
Act; however, if the purchasers determine at the time of any such purchases that the
purchases are subject to such rules, the purchasers will comply with such rules. Any
such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange
Act to the extent such purchasers are subject to such reporting requirements. See “Proposed
Business — Permitted purchases of our securities” for a description of how
our sponsor, initial stockholders, directors, executive officers, advisors or any of
their affiliates will select which stockholders to purchase securities from in any private
transaction.
|
|
|
The
purpose of any such purchases of public shares could be to vote such shares in favor
of our initial business combination and thereby increase the likelihood of obtaining
stockholder approval of our initial business combination or to satisfy a closing condition
in an agreement with a target that requires us to have a minimum net worth or a certain
amount of cash at the closing of our initial business combination, where it appears that
such requirement would otherwise not be met. The purpose of any such purchases of public
warrants could be to reduce the number of public warrants outstanding or to vote such
warrants on any matters submitted to the warrant holders for approval in connection with
our initial business combination. Any such purchases of our securities may result in
the completion of our initial business combination that may not otherwise have been possible.
In addition, if such purchases are made, the public “float” of our Class
A common stock or warrants may be reduced and the number of beneficial holders of our
securities may be reduced, which may make it difficult to maintain or obtain the quotation,
listing or trading of our securities on a national securities exchange.
|
|
Redemption
rights for public stockholders upon completion of our initial business combination
|
We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the trust account calculated as of two business days prior to the consummation of our initial business combination, including
interest earned on the trust account deposits (which interest shall be net of taxes payable and any amounts released to us
to fund working capital requirements), divided by the number of then-outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be approximately $10.00 per public share. The
per share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting
commissions, we will pay to the underwriters. There will be no redemption rights upon the completion of our initial business
combination with respect to our warrants. Our initial stockholders have entered into a letter agreement with us pursuant to
which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and
any public shares they may acquire during or after this offering in connection with the completion of our initial business
combination. The other members of our management team have entered into letter agreements similar to the one entered into
by our initial stockholders with respect to any public shares acquired by them in or after this offering.
|
|
Limitations
on redemptions
|
Our
amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount
that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny
stock” rules). However, a greater net tangible asset or cash requirement may be contained in the agreement relating
to our initial business combination. For example, the proposed business combination may require (i) cash consideration to
be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate
purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business
combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock
that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the
proposed business combination exceed the aggregate amount of cash available to us, we would not be able to complete the business
combination or redeem any such shares, and all shares of Class A common stock submitted for redemption would be returned to
the holders thereof.
|
|
Manner
of conducting redemptions
|
We
will provide our public stockholders with the opportunity to redeem all or a portion
of their public shares upon the completion of our initial business combination either
(i) in connection with a stockholder meeting called to approve the business combination
or (ii) by means of a tender offer. The decision as to whether we will seek stockholder
approval of a proposed initial business combination or conduct a tender offer will be
made by us, solely in our discretion, and will be based on a variety of factors such
as the timing of the transaction and whether the terms of the transaction would require
us to seek stockholder approval under applicable law or stock exchange listing requirement.
Asset acquisitions and share purchases would not typically require stockholder approval,
while direct mergers with our company where we do not survive and any transactions where
we issue more than 20% of our outstanding common stock or seek to amend our amended and
restated certificate of incorporation would typically require stockholder approval. We
currently intend to conduct redemptions in connection with a stockholder vote unless
stockholder approval is not required by applicable law or stock exchange listing requirement
and we choose to conduct redemptions pursuant to the tender offer rules of the SEC for
business or other legal reasons.
If
we hold a stockholder vote to approve our initial business combination, we will:
● conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates
the solicitation of proxies, and not pursuant to the tender offer rules; and
|
|
|
● file
proxy materials with the SEC.
If
we seek stockholder approval of our initial business combination, we will complete our initial business combination only
if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. In such
case, our initial stockholders have agreed to vote all of their founder shares, private placement shares and any public
shares purchased during or after this offering in favor of our initial business combination. As a result, in addition
to our initial stockholders’ founder shares and private placement shares, we would need only 7,375,001, or 36.9%,
of the 20,000,000 public shares being offered and sold in this offering to be voted in favor of such a transaction (assuming
all outstanding shares of our common stock are voted and the underwriters’ option to purchase additional units is
not exercised) in order to have such initial business combination approved. Our other officers and directors have entered
into letter agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired
by them in or after this offering. Each public stockholder may elect to redeem their public shares irrespective of whether
they vote for or against a proposed initial business combination or vote at all.
If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate
of incorporation:
● conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which regulate issuer tender offers; and
● file
tender offer documents with the SEC prior to completing our initial business combination which contain substantially the
same financial and other information about our initial business combination and the redemption rights as is required under
Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.
Upon
the public announcement of our initial business combination, if we elect to conduct a redemption pursuant to the tender
offer rules, we or our sponsor will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act
to purchase shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange
Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least
20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our
initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned
on public stockholders not tendering more than the number of public shares we are permitted to redeem. If public stockholders
tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete such initial business
combination.
|
|
Tendering
share certificates in connection with a tender offer or redemption rights
|
We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent prior to the date to be set
forth in the tender offer documents or proxy materials we will furnish to such holders, or up to two business days prior to
the vote on the proposal to approve the business combination in the event we distribute proxy materials or to deliver their
shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian)
System, at the holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders
of our public shares in connection with our initial business combination will indicate whether we are requiring public stockholders
to satisfy such delivery requirements.
|
|
Limitation
on redemption rights of stockholders holding 15% or more of the shares sold in this offering if we hold a stockholder vote
|
Notwithstanding
the foregoing redemption rights, our amended and restated certificate of incorporation provides that if we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, a public stockholder, together with any affiliate of such stockholder or any other person
with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act),
will be restricted from redeeming its public shares with respect to more than an aggregate of 15% of the shares sold in this
offering, without our prior consent. We believe the restriction described above will discourage stockholders from accumulating
large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to
force us, our sponsor or its affiliates or our management to purchase their shares at a significant premium to the then-current
market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of
15% of the shares to be sold in this offering could threaten to exercise its redemption rights against a business combination
if such holder’s shares are not purchased by us, our sponsor or its affiliates or our management team at a premium to
the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more
than 15% of the shares to be sold in this offering, we believe we will limit the ability of a small group of stockholders
to unreasonably attempt to block our ability to complete our initial business combination, particularly in connection with
an initial business combination with a target that requires as a closing condition that we have a minimum net worth or a certain
amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including
all shares held by those stockholders that hold more than 15% of the shares sold in this offering) for or against our initial
business combination.
|
|
Redemption
rights in connection with proposed amendments to our certificate of incorporation
|
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions,
including those which relate to a company’s pre-business combination activity, without approval by a certain percentage
of the company’s stockholders. Our amended and restated certificate of incorporation provides that any of its provisions
related to pre-business combination activity (including the requirement to deposit proceeds of this offering and the private
placement securities into the trust account and not release such amounts except in specified circumstances, and to provide
redemption rights to public stockholders as described herein), may be amended if approved by holders of 65% of our common
stock, and corresponding provisions of the trust agreement governing the release of funds from our trust account may be amended
if approved by holders of 65% of our common stock. In all other instances, our amended and restated certificate of incorporation
provides that it may be amended by holders of a majority of our common stock, subject to applicable provisions of the
DGCL or applicable stock exchange rules. Our initial stockholders, executive officers, directors and director nominees have
agreed, pursuant to a written agreement with us, (i) that they will not propose any amendment to our amended and restated
certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares
if we do not complete our initial business combination within 24 months from the closing date of this offering, unless we
provide our public stockholders with the opportunity to redeem their shares of Class A common stock upon approval of any such
amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including
interest earned on the trust account deposits (which interest shall be net of taxes payable and any amounts released to us
to fund working capital requirements), divided by the number of then-outstanding public shares, and (ii) to waive their redemption
rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after
this offering in connection with any such stockholder vote.
|
|
Release
of funds in trust account on closing of our initial business combination
|
On
the completion of our initial business combination, the funds held in the trust account will be used to pay amounts due to
any public stockholders who exercise their redemption rights as described above under “Redemption rights for public
stockholders upon completion of our initial business combination,” to pay the underwriters their deferred underwriting
commissions to pay all or a portion of the consideration payable to the target or owners of the target of our initial business
combination and to pay other expenses associated with our initial business combination. If our initial business combination
is paid for using equity or debt securities or not all of the funds released from the trust account are used for payment of
the consideration in connection with our initial business combination, we may apply the balance of the cash released to us
from the trust account for general corporate purposes, including for maintenance or expansion of operations of post-transaction
businesses, the payment of principal or interest due on indebtedness incurred in completing our initial business combination,
to fund the purchase of other companies or for working capital.
|
|
Redemption
of public shares and distribution and liquidation if no initial business combination
|
Our
sponsor, executive officers and directors have agreed that we will have 24 months from
the closing date of this offering to complete our initial business combination. If we
are unable to complete our initial business combination within such 24-month period,
we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest earned on the trust account deposits
(which interest shall be net of taxes payable and less up to $100,000 to pay dissolution
expenses), divided by the number of then-outstanding public shares, which redemption
will completely extinguish our public stockholders’ rights as stockholders (including
the right to receive further liquidation distributions, if any), subject to applicable
law; and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of our remaining stockholders and our board of directors, dissolve and
liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. There will be no redemption
rights or liquidating distributions with respect to our warrants, which will expire worthless
if we fail to complete our initial business combination within the 24-month time period.
Our
initial stockholders have entered into a letter agreement with us pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete
our initial business combination within 24 months from the closing date of this offering. However, if our initial stockholders
or management team acquire public shares in or after this offering, they will be entitled to liquidating distributions
from the trust account with respect to such public shares if we fail to complete our initial business combination within
the allotted 24-month period.
|
|
|
The
underwriters have agreed to waive their rights to their deferred underwriting commissions
to be held in the trust account in the event we do not complete our initial business
combination within 24 months from the closing date of this offering and, in such event,
such amounts will be included with the funds held in the trust account that will be available
to fund the redemption of our shares of Class A common stock.
Our
initial stockholders, executive officers and directors have agreed, pursuant to a written agreement with us, (i) that
they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination
within 24 months from the closing date of this offering, unless we provide our public stockholders with the opportunity
to redeem their shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account deposits
(which interest shall be net of taxes payable and up to $100,000 to pay dissolution expenses), divided by the number of
then-outstanding public shares, and (ii) to waive their redemption rights with respect to their founder shares, private
placement shares and any public shares they may acquire during or after this offering in connection with any such stockholder
vote, subject to the limitations described above under “Limitations on redemptions.” For example, our board
of directors may propose such an amendment if it determines that additional time is necessary to complete our initial
business combination. In such event, we will conduct a proxy solicitation and distribute proxy materials pursuant to Regulation
14A of the Exchange Act seeking stockholder approval of such proposal, and in connection therewith, provide our public
stockholders with the redemption rights described above upon stockholder approval of such amendment. This redemption right
shall apply in the event of the approval of any such amendment, whether proposed by our initial stockholders, any executive
officer, director or director nominee, or any other person.
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|
Limited
payments to insiders
|
There
will be no finder’s fees, reimbursements or cash payments made by the company to
our sponsor, officers or directors, or our or their affiliates, for services rendered
to us prior to or in connection with the completion of our initial business combination,
other than the following payments, none of which will be made from the proceeds of this
offering held in the trust account prior to the completion of our initial business combination:
● repayment
of up to an aggregate of $750,000 in loans made to us by our sponsor to cover offering-related and organizational expenses;
|
|
|
● reimbursement
for any out-of-pocket expenses related to identifying, investigating, negotiating and
completing an initial business combination;
● repayment
of loans which may be made by our sponsor or an affiliate of our sponsor or certain of our officers or directors to finance
transaction costs in connection with an intended initial business combination. Up to $250,000 of such loans may be convertible
into warrants of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The
warrants would be identical to the private placement warrants. Except for the foregoing, the terms of such loans, if any,
have not been determined and no written agreements exist with respect to such loans; and
● underwriting
discounts, commissions and other fees and expenses payable to the underwriters of this offering, including Macquarie Capital
(USA) Inc., an affiliate of our sponsor.
We
have granted Macquarie Capital (USA) Inc., an affiliate of our sponsor (and an underwriter of this offering), a right
of first refusal for a period of 36 months from the date of the commencement of sales of the public offering to act as
one of potentially several banks which provide to us certain financial advisory, underwriting, capital raising, and other
services for which it may receive a portion of the overall fees.
|
|
Audit
Committee
|
We
will establish and maintain an audit committee, which will be composed entirely of directors meeting the audit committee independence
requirements for listing our securities on Nasdaq. Among its responsibilities, the audit committee will review on a quarterly
basis all payments that are made to our sponsor, officers or directors, or our or their affiliates, and monitor compliance
with the other terms relating to this offering. If any noncompliance is identified, then the audit committee will be charged
with the responsibility to promptly take all action necessary to rectify such noncompliance or otherwise to cause compliance
with the terms of this offering. For more information, see the section entitled “Management — Committees of the
Board of Directors — Audit Committee.”
|
|
Indemnity
|
Our
sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have
discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per
public share; or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the
trust account due to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn
to pay taxes and for working capital expenses, except as to any claims by a third party who executed a waiver of any and all
rights to seek access to the trust account and except as to any claims under our indemnity of the underwriters of this offering
against certain liabilities, including liabilities under the Securities Act. Moreover, in the event that an executed waiver
is deemed to be unenforceable against a third party, our sponsor will not be responsible to the extent of any liability for
such third party claims. We have not asked our sponsor to reserve for its indemnification obligations, we have not independently
verified whether our sponsor has sufficient funds to satisfy such obligations, and we believe that our sponsor’s only
assets are securities of our company. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.
We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have
all vendors and prospective target businesses as well as other entities (other than our independent registered public accounting
firm) execute agreements with us waiving any right, title, interest or claim of any kind in or to monies held in the trust
account.
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|
Conflicts
of Interest
|
MIHI
Boxwood Sponsor, LLC, which owns 50% of our sponsor (and thus beneficially owns more
than 10% of our outstanding common stock), is an affiliate of Macquarie Capital (USA)
Inc., an underwriter in this offering. As a result, Macquarie Capital (USA) Inc. is deemed
to have a “conflict of interest” within the meaning of Rule 5121 of the Financial
Industry Regulatory Authority (“Rule 5121”).
Accordingly,
this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a “qualified
independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement
and prospectus and exercise the usual standards of due diligence with respect thereto. Morgan Stanley & Co. LLC has
agreed to act as a “qualified independent underwriter” for this offering. Morgan Stanley & Co. LLC will
not receive any additional compensation for acting as a qualified independent underwriter. We have agreed to indemnify
Morgan Stanley & Co. LLC against certain liabilities incurred in connection with acting as a “qualified independent
underwriter,” including liabilities under the Securities Act. In addition, no underwriter with a conflict of interest
will confirm sales to any account over which it exercises discretionary authority without the specific prior written approval
of the account holder.
|
RISKS
We
are a Delaware corporation that has conducted no operations and has generated no revenues. Until we complete our initial business
combination, we will have no operations and will generate no operating revenues. In making your decision whether to invest in
our securities, you should take into account not only the background of our management team, but also the special risks we face
as a blank check company. This offering is not being conducted in compliance with Rule 419 promulgated under the Securities Act.
Accordingly, you will not be entitled to protections normally afforded to investors in Rule 419 blank check offerings. For additional
information concerning how Rule 419 blank check offerings differ from this offering, please see the section of this prospectus
entitled “Proposed Business—Comparison of This Offering to Those of Blank Check Companies Subject to Rule 419.”
You should carefully consider these and the other risks set forth in the section of this prospectus entitled “Risk Factors”
beginning on page 29 of this prospectus.
SUMMARY
FINANCIAL DATA
The
following table summarizes our relevant historical financial data and should be read with our historical financial statements
which are included elsewhere in this prospectus. We have not had any significant operations to date, so only balance sheet data
is presented.
|
|
|
December 31, 2017
|
|
|
September 30, 2018
|
|
|
|
|
Actual
|
|
|
Actual
|
|
|
As Adjusted
|
|
|
Balance Sheet Data
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Working
capital (deficiency)
(1)
|
|
$
|
(175
|
)
|
|
$
|
(81,825
|
)
|
|
$
|
194,024,300
|
|
|
Total
assets
(2)
|
|
$
|
—
|
|
|
$
|
125,000
|
|
|
$
|
201,024,300
|
|
|
Total liabilities
|
|
$
|
175
|
|
|
$
|
100,700
|
|
|
$
|
7,000,000
|
|
|
Value
of Class A common stock that may be redeemed in connection with our initial business combination ($10.00 per share)
(3)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
189,024,290
|
|
|
Stockholders’
(deficiency) equity
(3)
|
|
$
|
(175
|
)
|
|
$
|
24,300
|
|
|
$
|
5,000,010
|
|
|
|
(1)
|
The
“as adjusted” calculation includes $200,000,000 cash held in trust from the proceeds of this offering, assuming
no exercise of the underwriters’ option to purchase additional units, and the sale of the private placement securities,
less $7,000,000 of deferred underwriting commissions, plus $1,000,000 in cash held outside the trust account, plus $24,300
of shareholder’s equity at September 30, 2018.
|
|
|
(2)
|
The “as
adjusted” calculation equals $200,000,000 cash held in trust from the proceeds of this offering and the sale of the
private placement securities, plus $1,000,000 in cash held outside the trust account, plus $24,300 of stockholders’
equity at September 30, 2018.
|
|
|
(3)
|
The “as
adjusted” calculation equals the “as adjusted” total assets, less the “as adjusted” total liabilities,
less the “as adjusted” stockholders’ equity, which is set to approximate the minimum net tangible assets
threshold of at least $5,000,001.
|
|
|
(4)
|
Excludes 18,902,429
shares of common stock purchased in the public market which are subject to redemption in connection with our initial business
combination. The “as adjusted” calculation equals the “as adjusted” total assets, less the “as
adjusted” total liabilities, less the value of common shares that may be redeemed in connection with our initial business
combination (approximately $10.00 per share).
|
The
“as adjusted” information gives effect to the sale of the units in this offering, the sale of the private placement
securities and the payment of the estimated expenses of this offering. The “as adjusted” total assets amount includes
the $200,000,000 held in the trust account for the benefit of our public stockholders, which amount will be available to us only
upon the completion of our initial business combination within 24 months from the closing of this offering.
If
we do not complete our initial business combination within 24 months from the closing date of this offering, the proceeds then
on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes
payable and less up to $100,000 to pay dissolution expenses) will be used to fund the redemption of our public shares. Our initial
stockholders have entered into a letter agreement with us pursuant to which they have agreed to waive their rights to liquidating
distributions from the trust account with respect to their founder shares if we fail to complete our initial business combination
within such 24-month time period.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together
with the other information contained in this prospectus, before making a decision whether to invest in our units. If any of the
following events occur, our business, financial condition and operating results may be materially adversely affected. In that
event, the trading price of our securities could decline, and you could lose all or part of your investment.
We
are a blank check company with no operating history and no revenues, and you have no basis on which to evaluate our ability to
achieve our business objective.
We
are a blank check company with no operating results, and we will not commence operations until obtaining funding through this
offering. Because we lack an operating history, you have no basis upon which to evaluate our ability to achieve our business objective
of completing our initial business combination with one or more target businesses. We have no plans, arrangements or understandings
with any prospective target business concerning a business combination and may be unable to complete our initial business combination.
If we fail to complete our initial business combination, we will never generate any operating revenues.
Our
independent registered public accounting firm’s report contains an explanatory paragraph that expresses substantial doubt
about our ability to continue as a “going concern.”
As
of September 30, 2018, we had $18,875 of cash and a working capital deficiency of $81,825. Further, we expect to incur significant
costs in pursuit of our initial business combination. Management’s plans to address this need for capital through this offering
are discussed in the section of this prospectus titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations.” Our plans to raise capital and to consummate our initial business combination may not be successful.
These factors, among others, raise substantial doubt about our ability to continue as a going concern. The financial statements
contained elsewhere in this prospectus do not include any adjustments that might result from our inability to consummate this
offering or our inability to continue as a going concern.
Despite
our management’s experience in the infrastructure sector, there are no assurances that we will be successful in completing
our initial business combination with a target business in any particular industry.
Despite
the operational and acquisition experience of our management team, none of our officers has had direct experience with special
purpose acquisition companies. Information regarding performance by, or businesses associated with, our management team, Macquarie
or any of its affiliates is presented for informational purposes only. Any past performance or acquisition experience of our management
team, Macquarie or any of its affiliates is not a guarantee either: (i) that we will be able to locate a suitable candidate for
our initial business combination; or (ii) of any results with respect to any business combination we may consummate. You should
not rely on the historical record of the performance of our management team, Macquarie or any of its affiliates’ performance
as indicative of our future performance.
Our
public stockholders may not be afforded an opportunity to vote on our proposed initial business combination, which means we may
complete our initial business combination even though a majority of our public stockholders do not support such a combination.
We
may not hold a stockholder vote to approve our initial business combination unless the business combination would require stockholder
approval under applicable law or stock exchange listing requirement or if we decide to hold a stockholder vote for business or
other legal reasons. For instance, Nasdaq rules currently allow us to engage in a tender offer in lieu of a stockholder meeting
but would still require us to obtain stockholder approval if we were seeking to issue more than 20% of our outstanding shares
as consideration in any business combination. Therefore, if we were structuring a business combination that required us to issue
more than 20% of our outstanding shares, we would be required to seek stockholder approval of such business combination. However,
except for as required by applicable law or stock exchange rule, the decision as to whether we will seek stockholder approval
of a proposed initial business combination or will allow stockholders to sell their shares to us in a tender offer will be made
by us, solely in our discretion, and will be based on a variety of factors, such as the timing of the transaction and whether
the terms of the transaction would otherwise require us to seek stockholder approval. Accordingly, we may consummate our initial
business combination even if holders of a majority of the outstanding shares of our common stock do not approve of the business
combination we consummate. Please see the section of this prospectus entitled “Proposed Business—Stockholders may
not have the ability to approve our initial business combination” for additional information.
If
we seek stockholder approval of our initial business combination, our initial stockholders, officers and directors have agreed
to vote in favor of such initial business combination, regardless of how our public stockholders vote.
Unlike many other blank check companies
in which the initial stockholders agree to vote all of their founder shares and private placement shares in accordance with the
majority of the votes cast by the public stockholders in connection with an initial business combination, our initial stockholders
have agreed (and their permitted transferees will agree) to vote all of their founder shares and private placement shares, as
well as any public shares purchased during or after this offering, in favor of our initial business combination. As a result,
in addition to our initial stockholders’ founder shares and private placement shares, we would need only 7,375,001, or 36.9%,
of the 20,000,000 public shares being offered and sold in this offering to be voted in favor of such a transaction (assuming all
outstanding shares of our common stock are voted and the underwriters’ option to purchase additional units is not exercised)
in order to have such initial business combination approved. Our other directors and officers have entered into letter agreements
similar to the one entered into by our initial stockholders with respect to public shares acquired by them in or after this offering.
Our initial stockholders will own at least 20% of our outstanding shares of common stock immediately following the completion
of this offering. Accordingly, if we seek stockholder approval of our initial business combination, it is more likely that the
necessary stockholder approval will be received than would be the case if our initial stockholders agreed to vote their founder
shares in accordance with the majority of the votes cast by our public stockholders.
Your
only opportunity to affect the investment decision regarding a potential initial business combination will be the exercise of
your right to redeem your shares from us for cash, unless we seek stockholder approval of such business combination.
At
the time of your investment in us, you will not be provided with an opportunity to evaluate the specific merits or risks of one
or more target businesses. Since we may complete an initial business combination without seeking stockholder approval, public
stockholders may not have the right or opportunity to vote on an initial business combination, unless we seek such stockholder
approval. Accordingly, if we do not seek stockholder approval, your only opportunity to affect the investment decision regarding
a potential initial business combination may be limited to exercising your redemption rights within the period of time (which
will be at least 20 business days) to be set forth in the tender offer documents we will furnish to our public stockholders in
which we will describe our initial business combination.
The
ability of our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential
business combination targets, which may make it difficult for us to enter into a business combination with a target.
We
may seek to enter into a business combination transaction agreement with a prospective target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights,
we would not be able to meet such closing condition and, as a result, would not be able to proceed with the business combination.
Furthermore, in no event will we redeem our public shares in an amount that would cause our net tangible assets to be less than
$5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or
cash requirement which may be contained in the agreement relating to our initial business combination. Consequently, if accepting
all properly submitted redemption requests would cause our net tangible assets to be less than $5,000,001 or such greater amount
necessary to satisfy a closing condition as described above, we would not proceed with such redemption and the related business
combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and,
thus, may be reluctant to enter into a business combination transaction with us.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares may not allow us
to complete the most desirable business combination or optimize our capital structure.
At
the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise
their redemption rights and, therefore, will need to structure the transaction based on our expectations as to the number of shares
of Class A common stock that will be submitted for redemption. If our initial business combination agreement requires us to use
a portion of the cash in the trust account to pay the purchase price or requires us to have a minimum amount of cash at closing,
we will need to reserve a portion of the cash in the trust account to meet such requirements or arrange for third-party financing.
In addition, if a greater number of shares of Class A common stock are submitted for redemption than we initially expected, we
may need to restructure the transaction to reserve a greater portion of the cash in the trust account or arrange for third party
financing. Raising additional third-party financing may involve dilutive equity issuances or the incurrence of indebtedness at
higher than desirable levels, or may not be possible at all. The above considerations may limit our ability to complete the most
desirable business combination available to us or optimize our capital structure. The amount of the deferred underwriting commissions
payable to the underwriters will not be adjusted for any shares that are redeemed in connection with a business combination. The
per-share amount we will distribute to stockholders who properly exercise their redemption rights will not be reduced by the deferred
underwriting commissions and after such redemptions, the per-share value of shares held by non-redeeming stockholders will reflect
our obligation to pay any deferred underwriting commissions.
The
ability of our public stockholders to exercise redemption rights with respect to a large number of our shares could increase the
probability that a potential initial business combination would be unsuccessful and that you would have to wait for liquidation
in order to redeem your Class A common stock.
If
a potential initial business combination agreement requires us to use a portion of the cash in the trust account to pay the purchase
price or requires us to have a minimum amount of cash at closing, the probability that our initial business combination would
be unsuccessful would be increased. If our initial business combination is not completed, you will not receive your pro rata portion
of the amount in the trust account until we liquidate the trust account. If you are in need of immediate liquidity, you could
attempt to sell your Class A common stock in the open market; however, at such time our Class A common stock may trade at a discount
to the pro rata amount per share in the trust account. In either situation, you may suffer a material loss on your investment
or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your Class
A common stock in the open market.
The
requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses
leverage over us in negotiating a business combination and may limit the time we have in which to conduct due diligence on potential
business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our initial
business combination on terms that would produce value for our stockholders.
Any
potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete
our initial business combination within 24 months from the closing date of this offering. Consequently, such target business may
obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination
with that particular target business, we may be unable to complete our initial business combination with any target business.
This risk will increase as we get closer to the end of the time frame described above. In addition, we may have limited time to
conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive
investigation.
We
may not be able to complete our initial business combination within the prescribed time frame, in which case we would cease all
operations except for the purpose of winding up, and we would redeem our public shares and liquidate, in which case our public
stockholders may receive only $10.00 per share, or less than such amount in certain circumstances, and our warrants will expire
worthless.
Our
sponsor, executive officers and directors have agreed that we must complete our initial business combination within 24 months
from the closing date of this offering. We may not be able to find a suitable target business and complete our initial business
combination within such time period. Our ability to complete our initial business combination may be negatively impacted by general
market conditions, volatility in the capital and debt markets and the other risks described herein.
If
we have not completed our initial business combination within such time period, we will: (i) cease all operations except for the
purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public
shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest
earned on the trust account deposits (which interest shall be net of taxes payable, and less up to $100,000 to pay dissolution
expenses), divided by the number of then-outstanding public shares, which redemption will completely extinguish our public stockholders’
rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law;
and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders
and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for
claims of creditors and the requirements of other applicable law. In such case, our public stockholders may receive only $10.00
per share, or less than $10.00 per share, on the redemption of their shares, and our warrants will expire worthless. See “Risk
Factors—If third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share
redemption amount received by stockholders may be less than $10.00 per share” and other risk factors herein.
Our
sponsor is a newly formed alliance between MIHI and Boxwood Management Company, LLC, an entity that is controlled by Mr. Kadenacy,
and you have no basis upon which to evaluate our ability to achieve our business objectives.
Our
sponsor is a newly formed alliance between MIHI and Boxwood Management Company, LLC, an entity that is controlled by Mr. Kadenacy,
who have not previously cooperated with one another on a blank check company and this may be considered a first-time alliance
in a sponsor. As a result, you have no basis upon which to evaluate their ability to work together. There may be increased risk
if unanticipated disagreements within the sponsor develop. In that case, we may be unable to complete our initial business combination
for reasons, including, but not limited to, an inability to agree on: an appropriate target, terms suitable to the target’s
controlling investors, the composition of the management team, or appropriate financing strategies to accomplish the initial business
combination.
If
we seek stockholder approval of our initial business combination, our sponsor, directors, officers, advisors or any of their affiliates
may elect to purchase public shares from public stockholders, which may influence a vote on a proposed business combination and
reduce the public “float” of our Class A common stock.
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial
business combination pursuant to the tender offer rules, our sponsor, directors, officers, advisors or any of their affiliates
may purchase public shares in privately negotiated transactions or in the open market either prior to or following the completion
of our initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual
acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof
and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, officers, advisors or any
of their affiliates purchase public shares in privately negotiated transactions from public stockholders who have already elected
to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their
shares. The price per share paid in any such transaction may be different than the amount per share a public stockholder would
receive if it elected to redeem its shares in connection with our initial business combination. The purpose of such purchases
could be to vote such shares in favor of our initial business combination and thereby increase the likelihood of obtaining stockholder
approval of our initial business combination or to satisfy a closing condition in an agreement with a target that requires us
to have a minimum net worth or a certain amount of cash at the closing of our initial business combination, where it appears that
such requirement would otherwise not be met. This may result in the completion of our initial business combination that may not
otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to
the extent such purchasers are subject to such reporting requirements.
In
addition, if such purchases are made, the public “float” of our Class A common stock and the number of beneficial
holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading
of our securities on a national securities exchange.
If
a stockholder fails to receive notice of our offer to redeem our public shares in connection with our initial business combination,
or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.
We
will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our initial
business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials,
as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents
or proxy materials, as applicable, that we will furnish to holders of our public shares in connection with our initial business
combination will describe the various procedures that must be complied with in order to validly tender or redeem public shares.
In the event that a stockholder fails to comply with these procedures, its shares may not be redeemed. See the section of this
prospectus entitled “Proposed Business—Tendering share certificates in connection with a tender offer or redemption
rights.”
You
will not have any rights or interests in funds from the trust account, except under certain limited circumstances. To liquidate
your investment, therefore, you may be forced to sell your public shares or warrants, potentially at a loss.
Our
public stockholders will be entitled to receive funds from the trust account only upon the earlier to occur of: (i) the completion
of our initial business combination; (ii) the redemption of all of our public shares if we are unable to complete our initial
business combination within 24 months from the closing date of this offering, subject to applicable law and as further described
herein; and (iii) the redemption of our public shares properly submitted in connection with a stockholder vote to approve an amendment
to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation to redeem
100% of our public shares if we have not consummated an initial business combination within 24 months from the closing date of
this offering. In addition, if our plan to redeem our public shares if we are unable to complete an initial business combination
within the allotted time period is not completed for any reason, compliance with Delaware law may require that we submit a plan
of dissolution to our then-existing stockholders for approval prior to the distribution of the proceeds held in our trust account.
In that case, public stockholders may be forced to wait beyond the allotted time period before they receive funds from our trust
account. In no other circumstances will a public stockholder have any right or interest of any kind in the trust account. Holders
of warrants will not have any right to the proceeds held in the trust account with respect to the warrants. Accordingly, to liquidate
your investment, you may be forced to sell your public shares or warrants, potentially at a loss.
Once
listed, Nasdaq may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions
in our securities and subject us to additional trading restrictions.
We
have applied to have our units listed on Nasdaq promptly after the date of this prospectus and our Class A common stock and warrants
listed on or promptly after their date of separation. Although after giving effect to this offering we expect to meet the minimum
initial listing standards set forth in Nasdaq listing standards, we cannot assure you that our securities will be, or will continue
to be, listed on Nasdaq in the future or prior to our initial business combination. In order to continue listing our securities
on Nasdaq prior to our initial business combination, we must maintain certain financial, distribution and stock price levels.
Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders
of our securities (generally 300 round-lot holders).
Additionally,
in connection with our initial business combination, we will be required to demonstrate compliance with Nasdaq’s initial
listing requirements, which are more rigorous than Nasdaq’s continued listing requirements, in order to continue to maintain
the listing of our securities on Nasdaq. For instance, our stock price would generally be required to be at least $4.00 per share
and our stockholders’ equity would generally be required to be at least $5,000,000. We cannot assure you that we will be
able to meet those initial listing requirements at that time.
If
Nasdaq delists any of our securities from trading on its exchange and we are not able to list such securities on another national
securities exchange, we expect such securities could be quoted on an over-the-counter market. If this were to occur, you could
face significant material adverse consequences, including:
|
|
●
|
a
limited availability of market quotations for our securities;
|
|
|
●
|
reduced
liquidity for our securities;
|
|
|
●
|
a
determination that our public shares are “penny stock” which will require
brokers trading in our public shares to adhere to more stringent rules and possibly result
in a reduced level of trading activity in the secondary trading market for our securities;
and
|
|
|
●
|
a
limited amount of news and analyst coverage, any of which could inhibit your ability
to sell your public shares at an acceptable price or on a timely basis. In addition,
we could face a decreased ability to issue additional securities or obtain additional
financing in the future.
|
The
National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating
the sale of certain securities, which are referred to as “covered securities.” Because we expect that our units and
eventually our Class A common stock and public warrants will be listed on Nasdaq, our units, Class A common stock and public warrants
will qualify as covered securities under such statute. Although the states are preempted from regulating the sale of our securities,
the federal statute does allow states to investigate companies if there is a suspicion of fraud, and, if there is a finding of
fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not
aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, other
than the State of Idaho, certain state securities regulators view blank check companies unfavorably and might use these powers,
or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if our securities
were no longer listed on Nasdaq, our securities would not qualify as covered securities under such statute and we would be subject
to regulation in each state in which we offer our securities.
You
will not be entitled to protections normally afforded to investors of many other blank check companies.
Since
the net proceeds of this offering and the sale of the private placement securities are intended to be used to complete an initial
business combination with a target business that has not been identified, we may be deemed to be a “blank check” company
under the U.S. securities laws. However, because we will have net tangible assets in excess of $5,000,000 upon the successful
completion of this offering and the sale of the private placement securities and will file a Current Report on Form 8-K, including
an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank
check companies, such as Rule 419. Accordingly, investors will not be afforded the benefits or protections of those rules. Among
other things, this means our units will be immediately tradable and we will have a longer period of time to complete our initial
business combination than do companies subject to Rule 419. Moreover, if this offering were subject to Rule 419, we would be prohibited
from releasing any interest earned on the funds held in the trust account to us unless and until the funds in the trust account
were released to us in connection with our completion of our initial business combination. For a more detailed comparison of our
offering to offerings that comply with Rule 419, please see the section of this prospectus entitled “Proposed Business—Comparison
of This Offering to Those of Blank Check Companies Subject to Rule 419.”
If
we seek stockholder approval of our initial business combination and we do not conduct redemptions pursuant to the tender offer
rules, and if you or a “group” of stockholders are deemed to hold in excess of 15% of our Class A common stock, you
will lose the ability to redeem all such shares in excess of 15% of our Class A common stock.
Our
amended and restated certificate of incorporation provides that if we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, a public
stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert
or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights
with respect to more than an aggregate of 15% of the shares sold in this offering, which we refer to as the “Excess Shares,”
without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. A stockholder’s inability to redeem its Excess Shares will
reduce its influence over our ability to complete our initial business combination and such stockholder could suffer a material
loss on its investment in us if it sells its Excess Shares in open market transactions. Additionally, such stockholder will not
receive redemption distributions with respect to the Excess Shares if we complete our initial business combination. And as a result,
such stockholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required
to sell its shares in open market transactions, potentially at a loss.
Because
of our limited resources and the significant competition for business combination opportunities, it may be more difficult for
us to complete our initial business combination. If we are unable to complete our initial business combination, our public stockholders
may receive only $10.00 per share, or possibly less than $10.00 per share, on our redemption of their stock, and our warrants
will expire worthless.
We
expect to encounter intense competition from other entities having a business objective similar to ours, including private investors
(which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international,
competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have
extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing
services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry
knowledge than we do and our financial resources will be relatively limited when contrasted with those of many of these competitors.
In particular, although our management team has substantial experience in the technical and industrial services sector of the
United States, such industry is highly competitive, and we may be unable to complete a business combination with a target in such
industry. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of this offering
and the sale of the private placement securities, our ability to compete with respect to the acquisition of certain target businesses
that are sizable will be limited by our available financial resources.
This
inherent competitive limitation gives others an advantage in pursuing the acquisition of certain target businesses. Furthermore,
if we are obligated to pay cash for the shares of Class A common stock redeemed, the resources available to us for our initial
business combination will be reduced. Any of these obligations may place us at a competitive disadvantage in successfully negotiating
a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only
$10.00 per share, or possibly less than $10.00 per share, on the liquidation of our trust account and our warrants will expire
worthless. In certain circumstances, our public stockholders may receive less than $10.00 per share on the redemption of their
shares. See “—If third parties bring claims against us, the proceeds held in the trust account could be reduced and
the per share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors below.
If
the funds not being held in the trust account are insufficient to allow us to operate for at least the 24 months following the
closing date of this offering, we may be unable to complete our initial business combination.
The
funds available to us outside of the trust account may not be sufficient to allow us to operate for at least the 24 months following
the closing date of this offering, assuming that our initial business combination is not completed during that time. We expect
to incur significant costs in pursuit of our acquisition plans. Management’s plans to address this need for capital through
this offering and potential loans from certain of our affiliates are discussed in the section of this prospectus titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations.” However, our affiliates are not obligated to
make loans to us in the future, and we may not be able to raise additional financing from unaffiliated parties necessary to fund
our expenses. Any such event in the future may negatively impact the analysis regarding our ability to continue as a going concern
at such time.
We
believe that, upon the closing of this offering, the funds available to us outside of the trust account will be sufficient to
allow us to operate for at least the next 24 months following the closing of this offering; however, we cannot assure you that
our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants
to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop”
provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions
with other companies or investors on terms more favorable to such target businesses) with respect to a particular proposed business
combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the
right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result
of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect
to, a target business. If we are unable to complete our initial business combination, our public stockholders may receive only
$10.00 per share, or possibly less than $10.00 per share, on the liquidation of our trust account and our warrants will expire
worthless.
If
the funds not being held in the trust account are insufficient, it could limit the amount available to fund our search for a target
business or businesses and complete our initial business combination and we will depend on loans from our sponsor or its affiliates
or our management team to fund our search, to pay our taxes and to complete our initial business combination.
Of
the net proceeds of this offering and the sale of the private placement securities, only approximately $1,000,000 is expected
to be available to us initially outside the trust account to fund our working capital requirements. In the event that our offering
expenses exceed our estimate of $1,000,000, we may fund such excess with funds not to be held in the trust account. In such case,
the amount of funds we intend to hold outside the trust account for working capital would decrease by a corresponding amount.
If we are required to seek additional capital, we may need to sell dilutive equity securities, or would need to borrow funds from
our sponsor or its affiliates, management team or other third parties to operate or may be forced to liquidate. None of our sponsor,
members of our management team or any of their affiliates is under any obligation to loan funds to us. Any such loans would be
repaid only from funds held outside the trust account or from funds released to us upon completion of our initial business combination.
We do not expect to seek loans from parties other than our sponsor, an affiliate of our sponsor or certain of our officers or
directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and
all rights to seek access to funds in our trust account. If we are unable to complete our initial business combination because
we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the trust account. Consequently,
our public stockholders may only receive $10.00 per share, or possibly less than $10.00 per share, on our redemption of our public
shares and our warrants will expire worthless.
Subsequent
to our completion of our initial business combination, we may be required to take write-downs or write-offs, restructuring and
impairment or other charges that could have a significant negative effect on our financial condition, results of operations and
our stock price, which could cause you to lose some or all of your investment.
Even
if we conduct extensive due diligence on a target business with which we combine, we cannot assure you that this diligence will
identify all material issues that may be present inside a particular target business, that it would be possible to uncover all
material issues through a customary amount of due diligence, or that factors outside of the target business and outside of our
control will not later arise. As a result of these factors, we may be forced to later write-down or write-off assets, restructure
our operations, or incur impairment or other charges that could result in our reporting losses. Even if our due diligence successfully
identifies certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with
our preliminary risk analysis. Even though these charges may be non-cash items and not have an immediate effect on our liquidity,
the fact that we report charges of this nature could contribute to negative market perceptions about us or our securities. In
addition, charges of this nature may cause us to violate net worth or other covenants to which we may be subject as a result of
assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly,
any stockholders or warrant holders who choose to remain stockholders or warrant holders following the business combination could
suffer a reduction in the value of their securities. Such stockholders and warrant holders are unlikely to have a remedy for such
reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors
of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities
laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material
misstatement or material omission.
If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount
received by stockholders may be less than $10.00 per share.
Our
placing of funds in the trust account may not protect those funds from third-party claims against us. Although we will seek to
have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to any monies held in the trust account for the benefit of our public stockholders, such parties may not execute such agreements,
or even if they execute such agreements they may not be prevented from bringing claims against the trust account, including, but
not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging
the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including
the funds held in the trust account. If any third party refuses to execute an agreement waiving such claims to the monies held
in the trust account, our executive officers will perform an analysis of the alternatives available to it and will only enter
into an agreement with a third party that has not executed a waiver if our executive officers believe that such third party’s
engagement would be significantly more beneficial to us than any alternative. Marcum LLP, our independent registered public accounting
firm, and the underwriters of this offering will not execute agreements with us waiving such claims to the monies held in the
trust account.
Examples
of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party
consultant whose particular expertise or skills are believed by our executive officers to be significantly superior to those of
other consultants that would agree to execute a waiver or in cases where our executive officers are unable to find a service provider
willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have
in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse
against the trust account for any reason. Upon redemption of our public shares, if we are unable to complete our initial business
combination within the prescribed time frame, or upon the exercise of a redemption right in connection with our initial business
combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against
us within the 10 years following redemption. Accordingly, the per share redemption amount received by public stockholders could
be less than the $10.00 per share initially held in the trust account, due to claims of such creditors. Our sponsor has agreed
that it will be liable to us, if and to the extent any claims by a vendor (other than our independent registered public accounting
firm) for services rendered or products sold to us, or a prospective target business with which we have discussed entering into
a transaction agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per public share; or (ii) such lesser
amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in
the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes, and up to $100,000 for dissolution
expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account
and except as to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities
under the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party,
our sponsor will not be responsible to the extent of any liability for such third party claims. We have not asked our sponsor
to reserve for its indemnification obligations, we have not independently verified whether our sponsor has sufficient funds to
satisfy such obligations, and we believe that our sponsor’s only assets are securities of our company. As a result, if any
such claims were successfully made against the trust account, the funds available for our initial business combination and redemptions
could be reduced to less than $10.00 per public share. In such event, we may not be able to complete our initial business combination,
and you would receive such lesser amount per share in connection with any redemption of your public shares.
Our
directors may decide not to enforce the indemnification obligations of our sponsor, resulting in a reduction in the amount of
funds in the trust account available for distribution to our public stockholders.
In
the event that the proceeds in the trust account are reduced below the lesser of: (i) $10.00 per share; or (ii) other than due
to the failure to obtain such waiver such lesser amount per share held in the trust account as of the date of the liquidation
of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn
to pay taxes, and our sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations
related to a particular claim, our independent directors would determine whether to take legal action against our sponsor to enforce
its indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf
against our sponsor to enforce its indemnification obligations to us, it is possible that our independent directors in exercising
their business judgment may choose not to do so in any particular instance. If our independent directors choose not to enforce
these indemnification obligations, the amount of funds in the trust account available for distribution to our public stockholders
may be reduced below $10.00 per share.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members
of our board of directors may be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members
of our board of directors and us to claims of punitive damages.
If,
after we distribute the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, any distributions received by public stockholders could be viewed
under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent
conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by our stockholders. In
addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in bad
faith by paying public stockholders from the trust account prior to addressing the claims of creditors, thereby exposing itself
and us to claims of punitive damages.
If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the claims of creditors in such proceeding may have priority over
the claims of our stockholders and the per share amount that would otherwise be received by our stockholders in connection with
our liquidation may be reduced.
If,
before distributing the proceeds in the trust account to our public stockholders, we file a bankruptcy petition or an involuntary
bankruptcy petition is filed against us that is not dismissed, the proceeds held in the trust account could be subject to applicable
bankruptcy law, and may be included in our bankruptcy estate and subject to the claims of third parties with priority over the
claims of our public stockholders. To the extent any bankruptcy claims deplete the trust account, the per share amount that would
otherwise be received by our stockholders in connection with our liquidation would be reduced.
If
we are deemed to be an investment company under the Investment Company Act, we may be required to institute burdensome compliance
requirements and our activities may be restricted, which may make it difficult for us to complete our initial business combination.
If
we are deemed to be an investment company under the Investment Company Act, our activities may be restricted, including:
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restrictions
on the nature of our investments; and
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restrictions
on the issuance of securities,
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each
of which may make it difficult for us to complete our initial business combination.
In
addition, we may have imposed upon us burdensome requirements, including:
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registration
as an investment company with the SEC;
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adoption
of a specific form of corporate structure; and
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reporting,
record keeping, voting, proxy and disclosure requirements and other rules and regulations.
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In
order not to be regulated as an investment company under the Investment Company Act, unless we can qualify for an exclusion, we
must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our
activities do not include investing, reinvesting, owning, holding or trading “investment securities”
constituting more than 40% of our total assets (exclusive of U.S. government securities and cash items) on an unconsolidated basis.
Our business will be to identify and complete a business combination and thereafter to operate the post-transaction business or
assets for the long term. We do not plan to buy businesses or assets with a view to resale or profit from their resale. We do
not plan to buy unrelated businesses or assets or to be a passive investor.
If
we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require
additional expenses for which we have not allotted funds and may hinder our ability to complete our initial business combination.
If we are unable to complete our initial business combination, our public stockholders may receive only $10.00 per share, or possibly
less than $10.00 per share, on the liquidation of our trust account and our warrants will expire worthless.
Changes
in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our
ability to negotiate and complete our initial business combination, and results of operations.
We
are subject to laws and regulations enacted by national, regional and local governments. In particular, we will be required to
comply with certain SEC and other legal requirements. Compliance with, and monitoring of, applicable laws and regulations may
be difficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from
time to time and those changes could have a material adverse effect on our business, investments and results of operations. In
addition, a failure to comply with applicable laws or regulations, as interpreted and applied, could have a material adverse effect
on our business, including our ability to negotiate and complete our initial business combination, and results of operations.
Our
stockholders may be held liable for claims by third parties against us to the extent of distributions received by them upon redemption
of their shares.
Under
the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against
a corporation to the extent of distributions received by them in a dissolution. The pro rata portion of our trust account distributed
to our public stockholders upon the redemption of our public shares in the event we do not complete our initial business combination
within 24 months from the closing date of this offering may be considered a liquidation distribution under Delaware law. If a
corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable
provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against
the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting
period before any liquidating distributions are made to stockholders, any liability of stockholders with respect to a liquidating
distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the
stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution. However, it
is our intention to redeem our public shares as soon as reasonably possible following the 24th month from the closing date of
this offering in the event we do not complete our business combination and, therefore, we do not intend to comply with those procedures.
Because
we do not intend to comply with Section 280, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us
at such time that will provide for our payment of all existing and pending claims or claims that may be potentially brought against
us within the 10 years following our dissolution. However, because we are a blank check company, rather than an operating company,
and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise
would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our plan of distribution
complies with Section 281(b) of the DGCL, any liability of stockholders with respect to a liquidating distribution is limited
to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability
of the stockholder would likely be barred after the third anniversary of the dissolution. We cannot assure you that we will properly
assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims
to the extent of distributions received by them (but no more) and any liability of our stockholders may extend beyond the third
anniversary of such date. Furthermore, if the pro rata portion of our trust account distributed to our public stockholders upon
the redemption of our public shares in the event we do not complete our initial business combination within 24 months from the
closing date of this offering is not considered a liquidation distribution under Delaware law and such redemption distribution
is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then
be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distribution.
We
may not hold an annual meeting of stockholders until after the consummation of our initial business combination and you will not
be entitled to any of the corporate protections provided by such a meeting.
We
may not hold an annual meeting of stockholders until after we consummate a business combination (unless required by Nasdaq), and
thus may not be in compliance with Section 211(b) of the DGCL, which requires an annual meeting of stockholders be held for the
purposes of electing directors in accordance with a company’s bylaws unless such election is made by written consent in
lieu of such a meeting. Therefore, if our stockholders want us to hold an annual meeting prior to our consummation of a business
combination, they may attempt to force us to hold one by submitting an application to the Delaware Court of Chancery in accordance
with Section 211(c) of the DGCL.
We
are not registering the shares of Class A common stock issuable upon exercise of the public warrants under the Securities Act
or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants,
thus precluding such investor from being able to exercise its warrants except on a cashless basis and potentially causing such
warrants to expire worthless.
We
are not registering the shares of Class A common stock issuable upon exercise of the public warrants under the Securities Act
or any state securities laws at this time. However, under the terms of the warrant agreement, we will agree, as soon as practicable,
but in no event later than 15 business days after the closing of our initial business combination, to use our best efforts to
file a registration statement under the Securities Act covering the issuance of such shares and maintain a current prospectus
relating to the shares of Class A common stock issuable upon exercise of the warrants, until the expiration or redemption of the
warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for
example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement
or prospectus, the financial statements contained or incorporated by reference therein are not current, complete or correct or
the SEC issues a stop order. If the shares issuable upon exercise of the warrants are not registered under the Securities Act
by the 60th day after the closing of our initial business combination, we will be required to permit holders to exercise their
warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated
to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered
or qualified under the securities laws of the state of the exercising holder or an exemption from registration is available. Notwithstanding
the above, if our Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange
such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may,
at our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect
a registration statement, but we will use our best efforts to register or qualify the shares under applicable blue sky laws to
the extent an exemption is not available. In no event will we be required to net cash settle any warrant, or issue securities
or other compensation in exchange for the warrants in the event that we are unable to register or qualify the shares underlying
the warrants under applicable state securities laws. If the issuance of the shares upon exercise of the warrants is not so registered
or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant
and such warrant may have no value and expire worthless. In such event, holders who acquired their warrants as part of a purchase
of units will have paid the full unit purchase price solely for the shares of Class A common stock included in the units. If and
when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the
underlying shares of Class A common stock for sale under all applicable state securities laws.
The
grant of registration rights to our initial stockholders and their permitted transferees may make it more difficult to complete
our initial business combination, and the future exercise of such rights may adversely affect the market price of our Class A
common stock.
Pursuant
to an agreement to be entered into concurrently with the issuance and sale of the securities in this offering, our initial stockholders
and their permitted transferees can demand that we register the resale of their founder shares following the consummation of our
initial business combination. In addition, our sponsor and its permitted transferees can demand that we register the resale of
the private placement units, private placement shares and private placement warrants and the shares of common stock issuable upon
exercise of the private placement warrants, and holders of warrants that may be issued upon conversion of working capital loans
may demand that we register the resale of such warrants or the shares of common stock issuable upon exercise of such warrants.
We will bear the cost of registering these securities. The registration and availability of such a significant number of securities
for trading in the public market may have an adverse effect on the market price of our common stock. In addition, the existence
of the registration rights may make our initial business combination more costly or difficult to complete. This is because the
stockholders of the target business may increase the equity stake they seek in the combined entity or ask for more cash consideration
to offset the negative impact on the market price of our common stock that is expected when the common stock owned by our initial
stockholders and private placement securities owned by our sponsor or holders of our working capital loans or their respective
permitted transferees are registered for resale.
Because
we are not limited to a particular industry or any specific target businesses with which to pursue our initial business combination,
you will be unable to ascertain the merits or risks of any particular target business’s operations.
We
may seek to complete a business combination with an operating company in any industry or sector, but we will not, under our amended
and restated certificate of incorporation, be permitted to effectuate our initial business combination with another blank check
company or similar company with nominal operations. Because we have not yet identified or approached any specific target business
with respect to a business combination, there is no basis to evaluate the possible merits or risks of any particular target business’s
operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our initial
business combination, we may be affected by numerous risks inherent in the business operations with which we combine. For example,
if we combine with a financially unstable business or an entity lacking an established record of sales or earnings, we may be
affected by the risks inherent in the business and operations of a financially unstable or a development stage entity. Although
our management team will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we
will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence.
Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that
those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately
prove to be more favorable to investors than a direct investment, if such opportunity were available, in a business combination
target. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following our initial
business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely
to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach
by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring
a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination
contained an actionable material misstatement or material omission.
We
may seek acquisition opportunities with companies that may be outside of our management team’s area of expertise.
We
will consider a business combination outside of our management team’s area of expertise if such business combination candidate
is presented to us and we determine that such candidate offers an attractive acquisition opportunity for our company. In the event
we elect to pursue an acquisition outside of the area of our management team’s expertise, our management team’s expertise
may not be directly applicable to such acquisition’s evaluation or operation, and the information contained in this prospectus
regarding the area of our management team’s expertise would not be relevant to an understanding of the business that we
elect to acquire. As a result, our management team may not be able to adequately ascertain or assess all of the significant risk
factors. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following our initial
business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are unlikely
to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach
by our management team of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private
claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained
an actionable material misstatement or material omission.
Although
we have identified general criteria and guidelines that we believe are important in evaluating prospective target businesses,
we may enter into our initial business combination with a target that does not meet such criteria and guidelines, and as a result,
the target business with which we enter into our initial business combination may not have attributes entirely consistent with
our general criteria and guidelines.
Although
we have identified general criteria and guidelines for evaluating prospective target businesses, it is possible that a target
business with which we enter into our initial business combination will not have all of these positive attributes. If we complete
our initial business combination with a target that does not meet some or all of these guidelines, such combination may not be
as successful as a combination with a business that does meet all of our general criteria and guidelines. In addition, if we announce
a prospective business combination with a target that does not meet our general criteria and guidelines, a greater number of stockholders
may exercise their redemption rights, which may make it difficult for us to meet any closing condition with a target business
that requires us to have a minimum net worth or a certain amount of cash. In addition, if stockholder approval of the transaction
is required by applicable law or stock exchange rules, or we decide to obtain stockholder approval for business or other legal
reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business
does not meet our general criteria and guidelines. If we are unable to complete our initial business combination, our public stockholders
may receive only $10.00 per share, or possibly less than $10.00 per share, on the liquidation of our trust account and our warrants
will expire worthless.
We
may seek acquisition opportunities with an early stage company, a financially unstable business or an entity lacking an established
record of revenue or earnings.
To
the extent we complete our initial business combination with an early stage company, a financially unstable business or an entity
lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business
with which we combine. These risks include investing in a business without a proven business model and with limited historical
financial data, volatile revenues or earnings, intense competition and difficulties in obtaining and retaining key personnel.
Although our management team will endeavor to evaluate the risks inherent in a particular target business, we may not be able
to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence.
Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that
those risks will adversely impact a target business.
We
may not be required to obtain an opinion from an independent investment banking firm or from an independent accounting firm in
connection with our initial business combination, and consequently, you may have no assurance from an independent source that
the price we are paying for the business is fair to our company from a financial point of view.
Unless
we complete our initial business combination with an affiliated entity or our board cannot independently determine the fair market
value of the target business or businesses (as described below), we will not be required to obtain an opinion from an independent
investment banking firm that is a member of FINRA or from an independent accounting firm that the price we are paying is fair
to our company from a financial point of view.
In
addition, if our board of directors is not able to determine the fair market value of the target business or businesses, in connection
with Nasdaq rules that require that our initial business combination be with one or more target businesses that together have
an aggregate fair market value equal to at least 80% of the balance in the trust account (excluding the deferred underwriting
commissions and taxes payable on the interest earned on the trust account) at the time of our signing a definitive agreement in
connection with our initial business combination, we will obtain an opinion from an independent investment banking firm that is
a member of FINRA or from an independent accounting firm with respect to the satisfaction of such criteria. Our stockholders will
not be provided with a copy of such opinion nor will they be able to rely on such opinion.
Other
than the two circumstances described above, we will not be required to obtain an opinion from an independent investment banking
firm that is a member of FINRA or from an independent accounting firm. If no opinion is obtained, our stockholders will be relying
on the judgment of our board of directors, who will determine fair market value based on standards generally accepted by the financial
community. Such standards used will be disclosed in our tender offer documents or proxy solicitation materials, as applicable,
related to our initial business combination.
We
may issue additional shares of Class A common stock or preferred stock to complete our initial business combination or under an
employee incentive plan after completion of our initial business combination. We may also issue shares of Class A common stock
upon the conversion of the Class F common stock at a ratio greater than one-to-one at the time of our initial business combination
as a result of the anti-dilution provisions described herein. Any such issuances would dilute the interest of our stockholders
and likely present other risks.
Our amended and restated certificate
of incorporation authorizes the issuance of up to 250,000,000 shares of Class A common stock, 50,000,000 shares of Class F common
stock and 1,000,000 shares of undesignated preferred stock. Immediately after this offering, there will be 206,000,000 and 45,000,000
(assuming in each case that the underwriters have not exercised their option to purchase additional units) authorized but unissued
shares of Class A common stock and Class F common stock, respectively, available for issuance, which amount of Class A common
stock takes into account shares reserved for issuance upon exercise of outstanding warrants but not upon the conversion of the
Class F common stock. Shares of Class F common stock are automatically convertible into shares of our Class A common stock at
the time of our initial business combination, initially at a one-for-one ratio but subject to adjustment as set forth herein.
Immediately after this offering, there will be no preferred stock issued or outstanding.
We
may issue a substantial number of additional shares of Class A common stock, and may issue shares of preferred stock, in order
to complete our initial business combination or under an employee incentive plan after completion of our initial business combination.
However, our amended and restated certificate of incorporation provides, among other things, that prior to our initial business
combination, we may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from
the trust account or (ii) vote on any initial business combination. We may also issue shares of Class A common stock upon conversion
of the Class F common stock at a ratio greater than one-to-one at the time of our initial business combination as a result of
the anti-dilution provisions described herein. The issuance of additional shares of common stock or preferred stock:
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may
significantly dilute the equity interest of investors in this offering;
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may
subordinate the rights of holders of common stock if preferred stock is issued with rights
senior to those afforded our common stock;
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could
cause a change in control if a substantial number of common stock is issued, which may
affect, among other things, our ability to use our net operating loss carry forwards,
if any, and could result in the resignation or removal of our present officers and directors;
and
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may
adversely affect prevailing market prices for our units, Class A common stock and/or
warrants.
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We
may reincorporate in another jurisdiction in connection with our initial business combination and such reincorporation may result
in taxes imposed on stockholders.
We
may, in connection with our initial business combination and subject to requisite stockholder approval under Delaware law, reincorporate
in the jurisdiction in which the target company or business is located or in another jurisdiction. The transaction may require
a stockholder to recognize taxable income in the jurisdiction in which the stockholder is a tax resident or in which its members
are resident if it is a tax transparent entity. We do not intend to make any cash distributions to stockholders to pay such taxes.
Stockholders may be subject to withholding taxes or other taxes with respect to their ownership of us after the reincorporation.
Resources
could be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public
stockholders may receive only $10.00 per share, or possibly less than $10.00 per share, on the liquidation of our trust account
and our warrants will expire worthless.
We
anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements,
disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants,
attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point
for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target
business, we may fail to complete our initial business combination for any number of reasons including those beyond our control.
Any such event will result in a loss to us of the related costs incurred which could materially adversely affect subsequent attempts
to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public
stockholders may receive only $10.00 per share, or possibly less than $10.00 per share, on the liquidation of our trust account
and our warrants will expire worthless.
We
are dependent upon our executive officers and directors. Our executive officers and directors will also allocate their time to
other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. The
departure of any of our executive officers or directors or these conflicts of interest could have a negative impact on our ability
to complete our initial business combination.
Our
operations will be dependent upon a relatively small group of individuals. We believe that our success will depend on the continued
service of our executive officers and directors, at least until we have completed our initial business combination. Our executive
officers and directors are not required to, and will not, commit their full time to our affairs, which may result in a conflict
of interest in allocating their time between our operations and our search for a business combination and their other businesses.
We do not intend to have any full-time employees prior to the completion of our initial business combination. Moreover, our executive
officers and directors are and will continue to be engaged in several other business endeavors for which such individuals may
be entitled to substantial compensation and our executive officers and directors are not obligated to contribute any specific
number of hours per week to our affairs. We do not have an employment agreement with, or key-man insurance on the life of, any
of our executive officers or directors. The unexpected loss of the services of one or more of our executive officers or directors
could have a detrimental effect on us.
Our
independent directors also serve as officers and board members for other entities. If our executive officers’ and
directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their
current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our
ability to complete our initial business combination. For a complete discussion of our executive officers’ and
directors’ other business affairs, please see the section of this prospectus entitled “Management
— Directors, Director Nominees and Executive Officers.”
Our
ability to successfully effect our initial business combination and to be successful thereafter will be dependent upon the efforts
of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel could negatively
impact the operations and profitability of our post-combination business.
Our
ability to successfully effect our initial business combination is dependent upon the efforts of our key personnel. The role of
our key personnel in the target business, however, cannot presently be ascertained. It is possible that our key personnel may
not be involved with the target business in senior management or advisory positions following our initial business combination,
and it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize
any individuals we engage after our initial business combination, we cannot assure you that our assessment of these individuals
will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC,
which could cause us to have to expend time and resources helping them become familiar with such requirements.
Our
key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business
combination. These agreements may provide for them to receive compensation following our business combination and as a result,
may cause them to have conflicts of interest in determining whether a particular business combination is in the best interests
of our stockholders.
Our
key personnel may be able to remain with the company after the completion of our business combination only if they are able to
negotiate employment or consulting agreements in connection with the business combination. Such negotiations would take place
simultaneously with the negotiation of the business combination and could provide for such individuals to receive compensation
in the form of cash payments and/or our securities for services they would render to us after the completion of the business combination.
The personal and financial interests of such individuals may influence their motivation in identifying and selecting a target
business. There is no certainty that any of our key personnel will remain with us after the completion of our initial business
combination. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial
business combination.
We
may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial
business combination with a target business whose management may not have the knowledge, skills, qualifications or abilities to
manage a public company.
When
evaluating the desirability of effecting our initial business combination with a prospective target business, our ability to assess
the target business’s management may be limited due to a lack of time, resources or information. Our assessment of the capabilities
of the target’s management, therefore, may prove to be incorrect and such management may lack the knowledge, skills, qualifications
or abilities we suspected. Should the target’s management not possess the knowledge, skills, qualifications or abilities
necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted,
including, among other things, by various regulatory issues that could adversely affect the post-combination business’s
operations. Accordingly, any stockholders or warrant holders who choose to remain stockholders or warrant holders following our
initial business combination could suffer a reduction in the value of their securities. Such stockholders or warrant holders are
unlikely to have a remedy for such reduction in value.
The
officers and directors of a target business may resign upon completion of our initial business combination. The departure of a
business combination target’s key personnel could negatively impact the operations and profitability of our post-combination
business. The role of a target business’ key personnel upon the completion of our initial business combination cannot be
ascertained at this time. Although we contemplate that certain members of a target business’ management team will remain
associated with the target business following our initial business combination, it is possible that members of the management
of a target business will not wish to remain in place.
Neither
Macquarie nor any of its affiliates has an obligation to provide us with potential investment opportunities or to devote any specified
amount of time or support to our company’s business.
Although we expect to benefit from Macquarie’s
and its affiliates’ network of relationships and processes for sourcing, executing and evaluating potential acquisition
targets, neither Macquarie nor any of its affiliates has any legal or contractual obligation to seek on our behalf or to present
to us investment opportunities that might be suitable for our business, and may allocate any such opportunities at its discretion
to us or other parties, including other special purpose acquisition companies in which it is an investor. We have no investment
management, advisory, consulting or other agreement in place with Macquarie or any of its affiliates that obligates them to undertake
efforts on our behalf or that govern the manner in which they will allocate investment opportunities. Even if Macquarie or one
of its affiliates refers an opportunity to us, no assurance can be given that such opportunity will result in an acquisition agreement
or an initial business combination.
Certain
of our officers and directors, our sponsor and/or their affiliates are now, and all of them may in the future become, affiliated
with entities engaged in business activities similar to those intended to be conducted by us and, accordingly, may have conflicts
of interest in determining to which entity a particular business opportunity should be presented.
Following
the completion of this offering and until we consummate our initial business combination, we intend to engage in the business
of identifying and combining with one or more businesses. Our officers and directors, our sponsor and/or their affiliates are
now, or may in the future become, affiliated with entities that are engaged in a similar business. Moreover, our directors and
officers and affiliates of our sponsor are and will continue to be engaged in several other business endeavors.
Our
officers, directors, sponsor and its affiliates also may become aware of business opportunities which may be appropriate for presentation
to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of
interest in determining to which entity a particular business opportunity should be presented. These conflicts may not be resolved
in our favor and a potential target business may be presented to another entity prior to its presentation to us. Our amended and
restated certificate of incorporation provides that we renounce our interest in any corporate opportunity offered to any director
or officer unless such opportunity is expressly offered to such person solely in his or her capacity as a director or officer
of our company and such opportunity is one we are legally and contractually permitted to undertake and would otherwise be reasonable
for us to pursue.
For
a complete discussion of our executive officers’ and directors’ business affiliations and the potential
conflicts of interest that you should be aware of, please see the sections of this prospectus entitled “Management
— Directors, Director Nominees and Executive Officers,” “Management—Conflicts of Interest” and
“Certain Relationships and Related Party Transactions.”
Our
officers, directors, security holders and their respective affiliates may have competitive pecuniary interests that conflict with
our interests.
We
have not adopted a policy that expressly prohibits our directors, officers, security holders or affiliates from having a direct
or indirect pecuniary or financial interest in any investment to be acquired or disposed of by us or in any transaction to which
we are a party or have an interest. In fact, we may enter into a business combination with a target business that is affiliated
with our sponsor or one of its affiliates, our directors or officers. Nor do we have a policy that expressly prohibits any such
persons from engaging for their own account in business activities of the types conducted by us. Accordingly, such persons or
entities may have a conflict between their interests and ours.
In
particular, affiliates of our sponsor have investments in the infrastructure industry. As a result, there may be substantial overlap
between companies that would be a suitable business combination for us and companies that would make an attractive target for
such other affiliates.
We
may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated
with our sponsor, officers, directors or their affiliates which may raise potential conflicts of interest.
In
light of the involvement of affiliates of our sponsor and our officers and directors with other entities, we may decide to acquire
one or more businesses affiliated with our sponsor, officers, directors or their affiliates. Our officers and directors also serve
as officers and board members for other entities, including, without limitation, those described under “Management—Conflicts
of Interest.” Such entities may compete with us for business combination opportunities. Our sponsor, officers and directors
are not currently aware of any specific opportunities for us to complete our initial business combination with any entities with
which they or any of their affiliates are affiliated, and there have been no substantive discussions concerning a business combination
with any such entity or entities. Although we will not be specifically focusing on, or targeting, any transaction with any affiliated
entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination
as set forth in “Proposed Business—Effecting our Initial Business Combination—Selection of a target business
and structuring of our initial business combination” and such transaction was approved by a majority of our independent
and disinterested directors. Despite our agreement to obtain an opinion from an independent investment banking firm that is a
member of FINRA or from an independent accounting firm, regarding the fairness to our company from a financial point of view of
a business combination with one or more businesses affiliated with our sponsor, officers, directors or their affiliates, potential
conflicts of interest still may exist and, as a result, the terms of the business combination may not be as advantageous to our
public stockholders as they would be absent any conflicts of interest.
Since our initial stockholders will lose
their entire investment in us if our initial business combination is not completed (other than with respect to any public shares
they may acquire during or after this offering), a conflict of interest may arise in determining whether a particular business
combination target is appropriate for our initial business combination.
Our sponsor and independent director
nominees own 5,750,000 founder shares (up to 750,000 of which are subject to forfeiture depending on the extent to which the underwriters’
option to purchase additional units is exercised, if at all). The founder shares will be worthless if we do not complete an initial
business combination. In addition, our sponsor has committed to purchase an aggregate of 250,000 private placement units and 3,500,000
private placement warrants (or 4,100,000 warrants if the underwriters’ option to purchase additional units is exercised in full)
for an aggregate purchase price of $6,000,000 (or $6,600,000 if the underwriters’ option to purchase additional units is exercised
in full) that will also be worthless if we do not complete a business combination.
The
founder shares are identical to the shares of Class A common stock included in the units being sold in this offering, except that:
(i) the founder shares are subject to certain transfer restrictions; (ii) our initial stockholders have entered into a letter
agreement with us, pursuant to which they have agreed (a) to waive their redemption rights with respect to their founder shares,
private placement shares and any public shares they may acquire during or after this offering in connection with the completion
of our initial business combination, (b) to waive their redemption rights with respect to their founder shares, private placement
shares and any public shares they may acquire during or after this offering in connection with a stockholder vote to approve an
amendment to our amended and restated certificate of incorporation that would affect the substance or timing of our obligation
to redeem 100% of our public shares if we fail to complete our initial business combination within 24 months from the closing
date of this offering, (c) to waive their rights to liquidating distributions from the trust account with respect to their founder
shares, private placement shares if we fail to complete our initial business combination within 24 months from the closing date
of this offering (although our initial stockholders will be entitled to liquidating distributions from the trust account with
respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame);
(iii) the founder shares are automatically convertible into shares of our Class A common stock at the time of our initial business
combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment pursuant to certain anti-dilution
rights, as described herein; and (iv) the founder shares have certain registration rights. In addition, our officers and directors
have entered into letter agreements similar to the one entered into by our initial stockholders with respect to any public shares
acquired by them in or after this offering.
The
financial interests of our initial stockholders may influence their motivation in completing our initial business combination,
and the association of our officers with our sponsor may also influence their motivation in identifying and selecting a target
business combination, completing an initial business combination and influencing the operation of the business following the initial
business combination. This risk may become more acute as the 24-month anniversary of the closing date of this offering nears,
which is the deadline for the completion of our initial business combination.
A
conflict of interest may arise from the need to obtain the consent of MIHI and Boxwood Management Company, LLC to our business
combination.
We
have entered into an agreement pursuant to which we have agreed not to consummate a business combination without the consent of
both MIHI and Boxwood Management Company, LLC. Interests of MIHI, Boxwood Management Company, LLC or their respective affiliates
may conflict with those of the rest of the stockholders, and either MIHI or Boxwood Management Company, LLC can prevent us from
consummating a business combination if it does not wish to proceed with such business combination, even if such business combination
might in the best interest of our public stockholders.
Macquarie,
an affiliate of our sponsor, and its affiliates, may represent a client to acquire potential target businesses in competition
with us, thereby causing conflicts of interest that limit our ability to pursue potential targets. These conflicts of interest
could have a negative effect on our ability to consummate a business combination.
Macquarie
and its affiliates engage in a broad spectrum of activities including principal investing, specialized investment vehicle management,
asset management, financial advisory, securities underwriting, sales and trading, investment research, lending and other activities.
In the ordinary course of business, they engage in activities where their interests or the interests of their clients may conflict
with our interests. In addition, Macquarie and its affiliates are engaged in the business of investing in infrastructure assets
globally, both directly on behalf of Macquarie, funds and similar vehicles managed by Macquarie on behalf of third party investors.
Specifically, MIHI has acted as sponsor for other blank check companies and may act as sponsor for additional blank check companies
before an initial business combination is completed. Accordingly, there may be situations in which Macquarie or its affiliates
have an obligation or an interest that actually or potentially conflicts with our interests. You should assume that these conflicts
will not be resolved in our favor and, as a result, we may be denied certain acquisition opportunities or otherwise disadvantaged
in certain situations by our relationship with Macquarie.
Macquarie
and its affiliates and their clients make investments in a variety of different businesses and may directly compete with us for
acquisition opportunities provided or created by Macquarie or its affiliates that meet our initial business combination objectives.
Macquarie is under no specific obligation to offer potential acquisition opportunities to us and may allocate them at its discretion
to us or other parties. We will not have any priority in respect of acquisition opportunities provided or created by Macquarie
or its affiliates. You should assume that Macquarie and its affiliates and clients will have priority over us in terms of access
to acquisition opportunities and, as a result, we may be denied certain acquisition opportunities or otherwise disadvantaged in
certain situations by our relationship with Macquarie.
Clients
of Macquarie and its affiliates, may also compete with us for investment opportunities meeting our initial business combination
objectives. If Macquarie is engaged to act for any such clients, we may be precluded from pursuing opportunities that would conflict
with Macquarie’s obligations to such client. In addition, investment ideas generated within Macquarie may be suitable for
our company or a client of Macquarie, and may be directed to any of such persons or entities rather than to us. Macquarie may
also be engaged to advise the seller of a company, business or assets that would qualify as an acquisition opportunity for us.
In such cases, we may be precluded from participating in the sale process or from purchasing the company, business or assets.
If, however, we are permitted to pursue the opportunity, the interests of Macquarie or its obligations to the seller may diverge
from our interests.
Since
the consents of MIHI and Boxwood Management Company, LLC, both of whom are affiliates of our sponsor, are required for approval
of our initial business combination, any such conflict of interest could prevent us from consummating our initial business combination.
We
may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely
affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.
Although
we have no commitments as of the date of this prospectus to issue any notes or other debt securities, or to otherwise incur outstanding
debt following this offering, we may choose to incur substantial debt to complete our initial business combination. We have agreed
that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim
of any kind in or to the monies held in the trust account. As such, no issuance of debt will affect the per share amount available
for redemption from the trust account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:
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default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations;
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest
payments when due if we breach certain covenants that require the maintenance of certain
financial ratios or reserves without a waiver or renegotiation of that covenant;
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our
immediate payment of all principal and accrued interest, if any, if the debt security
is payable on demand;
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our
inability to obtain necessary additional financing if the debt security contains covenants
restricting our ability to obtain such financing while the debt security is outstanding;
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our
inability to pay dividends on our common stock;
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which
will reduce the funds available for dividends on our common stock if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
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limitations
on our flexibility in planning for and reacting to changes in our business and in the
industry in which we operate;
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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We
may only be able to complete one business combination with the proceeds of this offering and the sale of the private placement
securities, which will cause us to be solely dependent on a single business which may have a limited number of products or services.
This lack of diversification may negatively impact our operations and profitability.
The net proceeds from this offering
and the private placement of securities will provide us with $200,000,000 (or $230,000,000 if the underwriters’ option to
purchase additional units is exercised in full) that we may use to complete our initial business combination (which includes $7,000,000
or $8,050,000, if the underwriters’ option to purchase additional units is exercised in full, of deferred underwriting commissions
being held in the trust account).
We
may effectuate our initial business combination with a single target business or multiple target businesses simultaneously or
within a short period of time. However, we may not be able to effectuate our initial business combination with more than one target
business because of various factors, including the existence of complex accounting issues and the requirement that we prepare
and file pro forma financial statements with the SEC that present operating results and the financial condition of several target
businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single
entity our lack of diversification may subject us to numerous economic, competitive and regulatory risks. Further, we would not
be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities
which may have the resources to complete several business combinations in different industries or different areas of a single
industry. Accordingly, the prospects for our success may be:
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solely
dependent upon the performance of a single business, property or asset; or
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dependent
upon the development or market acceptance of a single or limited number of products,
processes or services.
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This
lack of diversification may subject us to numerous economic, competitive and regulatory risks, any or all of which may have a
substantial adverse impact upon the particular industry in which we may operate subsequent to our initial business combination.
We
may attempt to simultaneously complete business combinations with multiple prospective targets, which may hinder our ability to
complete our initial business combination and give rise to increased costs and risks that could negatively impact our operations
and profitability.
If
we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers
to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which
may make it more difficult for us, and delay our ability, to complete our initial business combination. With multiple business
combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations
and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation
of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately
address these risks, it could negatively impact our profitability and results of operations.
We
may attempt to complete our initial business combination with a private company about which little information is available, which
may result in a business combination with a company that is not as profitable as we suspected, if at all.
In
pursuing our acquisition strategy, we may seek to effectuate our initial business combination with a privately held company. Very
little public information generally exists about private companies, and we could be required to make our decision on whether to
pursue a potential initial business combination on the basis of limited information, which may result in a business combination
with a company that is not as profitable as we suspected, if at all.
Our
management may not be able to maintain control of a target business after our initial business combination. We cannot provide
assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities
necessary to profitably operate such business.
We
may structure our initial business combination so that the post-transaction company in which our public stockholders own shares
will own less than 100% of the equity interests or assets of a target business, but we will only complete such business combination
if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires
a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment
Company Act. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior
to our initial business combination may collectively own a minority interest in the post business combination company, depending
on valuations ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction
in which we issue a substantial number of new shares of Class A common stock in exchange for all of the outstanding capital stock
of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial
number of new shares of Class A common stock, our stockholders immediately prior to such transaction could own less than a majority
of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently
combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially
acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target
business.
We
do not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for us to
complete a business combination with which a substantial majority of our stockholders do not agree.
Our
amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that in no
event will we redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such
that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement
which may be contained in the agreement relating to our initial business combination. As a result, we may be able to complete
our initial business combination even though a substantial majority of our public stockholders do not agree with the transaction
and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions
in connection with our initial business combination pursuant to the tender offer rules, have entered into privately negotiated
agreements to sell their shares to our sponsor, officers, directors, advisors or any of their affiliates. In the event the aggregate
cash consideration we would be required to pay for all shares of Class A common stock that are validly submitted for redemption
plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate
amount of cash available to us, we would not be able to complete the business combination or redeem any such shares, all shares
of Class A common stock submitted for redemption would be returned to the holders thereof, and we instead may search for an alternate
business combination.
If
we have inadequate cash simultaneously to meet the closing requirements of an initial business combination and redeem all shares
of Class A common stock submitted for redemption, we will return all shares submitted for redemption and continue to pursue an
alternative transaction.
In
the event the aggregate cash consideration we would be required to pay for all shares of Class A common stock that are validly
submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed initial business
combination exceed the aggregate amount of cash available to us, we would not be able to complete the business combination or
redeem any such shares, all shares of Class A common stock submitted for redemption would be returned to the holders thereof,
and we instead will search for an alternate initial business combination.
The
exercise price for the public warrants is higher than in many similar blank check company offerings in the past, and, accordingly,
the warrants are more likely to expire worthless.
The
exercise price of the public warrants is higher than is typical in many similar blank check companies in the past. Historically,
the exercise price of a warrant was generally a fraction of the purchase price of the units in the initial public offering. The
exercise price for our public warrants is $11.50 per share, subject to adjustments as described herein. As a result, the warrants
are less likely to ever be in the money and more likely to expire worthless.
In
order to effectuate an initial business combination, blank check companies have, in the recent past, amended various provisions
of their charters and modified governing instruments. We cannot assure you that we will not seek to amend our amended and restated
certificate of incorporation or governing instruments in a manner that will make it easier for us to complete our initial business
combination that our stockholders may not support.
In
order to effectuate a business combination, blank check companies have, in the recent past, amended various provisions of their
charters and modified governing instruments. For example, blank check companies have amended the definition of business combination,
increased redemption thresholds, changed industry focus, extended the time to consummate a business combination and, with respect
to their warrants, amended their warrant agreements to require the warrants to be exchanged for cash and/or other securities.
We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuate our initial business
combination.
The
provisions of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and
corresponding provisions of the agreement governing the release of funds from our trust account) provide that it may be amended
with the approval of holders of 65% of our common stock, which is a lower amendment threshold than that of some other blank check
companies. It may be easier for us, therefore, to amend our amended and restated certificate of incorporation to facilitate the
completion of an initial business combination that some of our stockholders may not support.
Some
other blank check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including
those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s
stockholders. In those companies, amendment of these provisions typically requires approval by between 90% and 100% of the company’s
public stockholders. Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business
combination activity (including the requirement to deposit proceeds of this offering and the private placement securities into
the trust account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders
as described herein), may be amended if approved by holders of 65% of our common stock, and corresponding provisions of the trust
agreement governing the release of funds from our trust account may be amended if approved by holders of 65% of our common stock.
In all other instances, our amended and restated certificate of incorporation provides that it may be amended by holders of a
majority of our common stock, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders,
who will beneficially own 20% of our common stock upon the closing of this offering (not including the shares of Class A common
stock underlying the private placement units and assuming they do not purchase any units in this offering), may participate in
any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to
vote in any manner they choose (except as otherwise stated herein). As a result, we may be able to amend the provisions of our
amended and restated certificate of incorporation which will govern our pre-business combination behavior more easily than some
other blank check companies, and this may increase our ability to complete our initial business combination with which you do
not agree. In certain circumstances, our stockholders may pursue remedies against us for any breach of our amended and restated
certificate of incorporation.
Our
initial stockholders, executive officers, directors and director nominees have agreed, pursuant to a written agreement with us,
(i) that they will not propose any amendment to our amended and restated certificate of incorporation that would affect the substance
or timing of our obligation to redeem 100% of our public shares if we do not complete our initial business combination within
24 months from the closing date of this offering, unless we provide our public stockholders with the opportunity to redeem their
shares of Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be
net of taxes payable), divided by the number of then-outstanding public shares, and (ii) to waive their redemption rights with
respect to their founder shares, private placement shares and any public shares they may acquire during or after this offering
in connection with any such stockholder vote. These agreements are contained in letter agreements that we have entered into with
our sponsor, executive officers, directors and director nominees. Our stockholders are not parties to, or third-party beneficiaries
of, these agreements and, as a result, will not have the ability to pursue remedies against our sponsor, executive officers, directors
or director nominees for any breach of these agreements. As a result, in the event of a breach, our stockholders would need to
pursue a stockholder derivative action, subject to applicable law.
We
may be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth
of a target business, which could compel us to restructure or abandon a particular business combination.
Although we believe that the net proceeds
of this offering and the sale of the private placement securities will be sufficient to allow us to complete our initial business
combination, because we have not yet identified any prospective target business we cannot ascertain the capital requirements for
any particular transaction. If the net proceeds of this offering and the sale of the private placement securities prove to be
insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search
of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption
in connection with our initial business combination or the terms of negotiated transactions to purchase public shares in connection
with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination.
We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing
proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure
the transaction or abandon that particular business combination and seek an alternative target business candidate. In addition,
even if we do not need additional financing to complete our initial business combination, we may require such financing to fund
the operations or growth of the target business, including as a result of the target business being in the early stage of development
or growth. The failure to secure additional financing could have a material adverse effect on the continued development or growth
of the target business. If we are unable to complete our initial business combination, our public stockholders may only receive
$10.00 per share, or possibly less than $10.00 per share, on the liquidation of our trust account and our warrants will expire
worthless.
Our
initial stockholders control a substantial interest in us and thus may exert a substantial influence on actions requiring a stockholder
vote, potentially in a manner that you do not support.
Upon
the closing of this offering, our initial stockholders will own approximately 20% of our issued and outstanding shares of common
stock (not including the shares of Class A common stock underlying the private placement units and assuming they do not purchase
units in this offering). Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially
in a manner that you do not support, including amendments to our amended and restated certificate of incorporation and approval
of major corporate transactions. If our initial stockholders purchase any additional shares of common stock in this offering,
in the aftermarket or in privately negotiated transactions, this would increase their influence. Our initial stockholders have
no current intention to purchase additional securities, other than as disclosed in this prospectus. Factors that could be considered
in making such purchases would include consideration of the current trading price of our Class A common stock. In addition, our
board of directors, whose members were elected by our initial stockholders, is and will be divided into three classes, each of
which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold
an annual meeting of stockholders to elect new directors prior to the completion of our initial business combination, in which
case all of the current directors will continue in office until at least the completion of the business combination. If there
is an annual meeting prior to our initial business combination, as a consequence of our “staggered” board of directors,
only approximately one-third of the board of directors will be considered for election and our initial stockholders, because of
their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will continue
to exert control at least until the completion of our initial business combination, and, due to the sale of the private placement
securities to our sponsor, potentially after consummation of our initial business combination.
Our
public stockholders will experience immediate and substantial dilution from the purchase of our Class A common stock.
The difference between the public offering
price per share (allocating all of the unit purchase price to the Class A common stock and none to the warrants constituting the
unit) and the pro forma net tangible book value per share of our Class A common stock after this offering constitutes dilution
to investors in this offering. After giving effect to the Recapitalization, our sponsor acquired the founder shares at a nominal
price, significantly contributing to this dilution. Upon the closing of this offering, and assuming no value is ascribed to the
warrants included in the units, public stockholders will incur immediate and substantial dilution of approximately 92.1% (or $9.21
per share, assuming no exercise of the underwriters’ option to purchase additional units), the difference between the pro
forma net tangible book value per share of $0.79 and the initial offering price of $10.00 per unit. This dilution would become
exacerbated to the extent that public stockholders seek redemptions from the trust. In addition, because of the anti-dilution
protection in the founder shares, any equity or equity-linked securities issued in connection with our initial business combination
would be disproportionately dilutive to our Class A common stock.
We
may amend the terms of the public warrants in a manner that may be adverse to holders of the warrants with the approval of the
holders of a majority of the then-outstanding warrants.
Our
public warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. The warrant agreement will provide that the terms of the warrants may be amended without the consent
of any holder to cure any ambiguity or correct any defective provision, but will require the approval of the holders of a majority
of the then-outstanding warrants (including the private placement warrants) to make any change that adversely affects the interests
of the registered holders of warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder
if holders of a majority of the then outstanding public warrants and forward purchase warrants approve of such amendment. Although
our ability to amend the terms of the warrants with the consent of a majority of the then-outstanding warrants will be unlimited,
examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, shorten the
exercise period or decrease the number of shares of Class A common stock purchasable upon exercise of a warrant.
We
may redeem your unexpired public warrants prior to their exercise at a time that is disadvantageous to you, thereby making your
warrants worthless.
We
have the ability to redeem outstanding public warrants at any time after they become exercisable and prior to their expiration
at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, which we refer to as the
30-day redemption period, provided that the closing price of our Class A common stock equals or exceeds $18.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within a 30
trading-day period ending on the third trading day prior to the date on which we send the notice of redemption to the warrant
holders. If and when the warrants become redeemable by us, we may exercise our redemption right even if we are unable to register
or qualify the underlying securities for sale under all applicable state securities laws. We will not redeem the public warrants
unless an effective registration statement under the Securities Act covering the shares of Class A common stock issuable upon
exercise of the warrants is effective and a current prospectus relating to those shares of Class A common stock is available throughout
the 30-day redemption period, except if the warrants may be exercised on a cashless basis and such cashless exercise is exempt
from registration under the Securities Act. Redemption of the outstanding public warrants could force you to: (i) exercise your
warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so; (ii) sell your warrants
at the then-current market price when you might otherwise wish to hold your warrants; or (iii) accept the nominal redemption price
which, at the time the outstanding warrants are called for redemption, is likely to be substantially less than the market value
of your warrants. None of the private placement warrants will be redeemable by us so long as they are held by the initial purchasers
or by their permitted transferees.
Our
warrants may have an adverse effect on the market price of our Class A common stock and make it more difficult to effectuate our
initial business combination.
We will be issuing warrants to purchase
20,000,000 shares of our Class A common stock (or 23,000,000 shares of Class A common stock if the underwriters’ option
to purchase additional units is exercised in full) as part of the units offered by this prospectus and, simultaneously with the
closing of this offering, we will be issuing in a private placement an aggregate of 3,750,000 private placement warrants, consisting
of 3,500,000 warrants sold in the private placement and 250,000 warrants included in the private placement units (or 4,350,000
private placement warrants, consisting of 4,100,000 warrants sold in the private placement and 250,000 warrants included in the
private placement units if the underwriters’ option to purchase additional units is exercised in full), each exercisable to purchase
one share of Class A common stock at $11.50 per share, subject to adjustments as described herein at a per purchase share price
of $1.00 per warrant. In addition, if our sponsor, an affiliate of our sponsor or certain of our officers or directors make any
working capital loans, up to $250,000 of such loans may be convertible into warrants of the post business combination entity at
a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the private placement warrants.
To the extent we issue shares of Class A common stock to effectuate an initial business combination, the potential for the issuance
of a substantial number of additional shares of Class A common stock upon exercise of these warrants could make us a less attractive
acquisition vehicle to a target business. Such warrants, when exercised, will increase the number of issued and outstanding shares
of common stock and reduce the value of the shares of Class A common stock issued to complete the business transaction. Therefore,
our warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.
The private placement warrants are identical
to the warrants sold as part of the units in this offering except that, so long as they are held by the initial purchasers or
their permitted transferees: (i) they will not be redeemable by us; (ii) they (including the shares of Class A common stock issuable
upon exercise of these warrants) will not, subject to certain limited exceptions, be transferable, assignable or saleable until
30 days after the completion of our initial business combination; (iii) they may be exercised by the holders on a cashless basis;
(iv) they (including the shares of Class A common stock issuable upon exercise of these warrants) have certain registration rights
and (v) the private placement warrants to be acquired by an affiliate of Macquarie Capital (USA) Inc. shall not be exercisable
more than five years from the effective date of the registration statement of which this prospectus forms a part, and such warrants,
and the shares of common stock issuable upon exercise of such warrants, shall be subject to certain additional restrictions on
transfer, as described under “Description of Securities—Warrants—Private Placement Warrants and Working Capital
Loan Warrants.”
The
determination of the offering price of our units and the size of this offering is more arbitrary than the pricing of securities
and size of an offering of an operating company in a particular industry. You may have less assurance, therefore, that the offering
price of our units properly reflects the value of such units than you would have in a typical offering of an operating company.
Prior
to this offering there has been no public market for any of our securities. The public offering price of the units and the terms
of the warrants were negotiated between us and the underwriters. In determining the size of this offering, management held customary
organizational meetings with representatives of the underwriters with respect to the state of the capital markets, generally,
and the amount the underwriters believed they reasonably could raise on our behalf. Factors considered in determining the size
of this offering, prices and terms of the units, including the shares of Class A common stock and warrants underlying the units,
include:
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the
history and prospects of companies whose principal business is the acquisition of other
companies;
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prior
offerings of those companies;
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our
prospects for acquiring an operating business at attractive values;
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a
review of debt to equity ratios in leveraged transactions;
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an
assessment of our management and their experience in identifying suitable acquisition
opportunities;
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general
conditions of the securities markets at the time of this offering; and
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other
factors as were deemed relevant.
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Although
these factors were considered, the determination of our offering price is more arbitrary than the pricing of securities of an
operating company in a particular industry since we have no historical operations or financial results.
There
is currently no market for our securities and a market for our securities may not develop, which would adversely affect the liquidity
and price of our securities.
There
is currently no market for our securities. Stockholders therefore have no access to information about prior market history on
which to base their investment decision. Following this offering, the price of our securities may vary significantly due to one
or more potential business combinations and general market or economic conditions. Furthermore, an active trading market for our
securities may never develop or, if developed, it may not be sustained. You may be unable to sell your securities unless a market
can be established and sustained.
Because
we must furnish our stockholders with target business financial statements, we may lose the ability to complete an otherwise advantageous
initial business combination with some prospective target businesses.
The
federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial
significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the
same financial statement disclosures in connection with our tender offer documents, whether or not they are required under the
tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting
principles generally accepted in the United States of America (“GAAP”) or international financial reporting standards
as issued by the International Accounting Standards Board (the “IFRS”) depending on the circumstances and the historical
financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight
Board (United States) (the “PCAOB”). These financial statement requirements may limit the pool of potential target
businesses we may acquire because some targets may be unable to provide such financial statements in time for us to disclose such
financial statements in accordance with federal proxy rules and complete our initial business combination within the prescribed
time frame.
We
are an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure
requirements available to emerging growth companies, this could make our securities less attractive to investors and may make
it more difficult to compare our performance with other public companies.
We
are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may
take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging
growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section
404 of the Sarbanes-Oxley Act, 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. As a result, our stockholders may not have access to certain
information they may deem important. We could be an emerging growth company for up to five years, although circumstances could
cause us to lose that status earlier, including if the market value of our Class A common stock held by non-affiliates exceeds
$700 million as of any September 30 before that time, in which case we would no longer be an emerging growth company as of the
following March 31. We cannot predict whether investors will find our securities less attractive because we will rely on these
exemptions. If some investors find our securities less attractive as a result of our reliance on these exemptions, the trading
prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities
and the trading prices of our securities may be more volatile.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We
have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has
different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard
at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another
public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended
transition period difficult or impossible because of the potential differences in accountant standards used.
Compliance
obligations under the Sarbanes-Oxley Act may make it more difficult for us to effectuate our initial business combination, require
substantial financial and management resources, and increase the time and costs of completing an acquisition.
Section
404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual
Report on Form 10-K for the year ending December 31, 2019. Only in the event we are deemed to be a large accelerated filer or
an accelerated filer will we be required to comply with the independent registered public accounting firm attestation requirement
on our internal control over financial reporting. Further, for as long as we remain an emerging growth company, we will not be
required to comply with the independent registered public accounting firm attestation requirement on our internal control over
financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act
particularly burdensome on us as compared to other public companies because a target business with which we seek to complete a
business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal
controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase
the time and costs necessary to complete any such acquisition.
Provisions
in our amended and restated certificate of incorporation 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 Class A common stock and could entrench management.
Our
amended and restated certificate of incorporation 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 stock, 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 our securities.
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.
Provisions
in our amended and restated certificate of incorporation and Delaware law may have the effect of discouraging lawsuits against
our directors and officers.
Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought
only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing such suit
will be deemed to have consented to service of process on such stockholder’s counsel. This provision may have the effect
of discouraging lawsuits against our directors and officers.
Cyber
incidents or attacks directed at us could result in information theft, data corruption, operational disruption and/or financial
loss.
We
depend on digital technologies, including information systems, infrastructure and cloud applications and services, including those
of third parties with which we may deal. Sophisticated and deliberate attacks on, or security breaches in, our systems or infrastructure,
or the systems or infrastructure of third parties or the cloud, could lead to corruption or misappropriation of our assets, proprietary
information and sensitive or confidential data. As an early stage company without significant investments in data security protection,
we may not be sufficiently protected against such occurrences. We may not have sufficient resources to adequately protect against,
or to investigate and remediate any vulnerability to, cyber incidents. It is possible that any of these occurrences, or a combination
of them, could have adverse consequences on our business and lead to financial loss.
If
we effect our initial business combination with a company located in the United States but with operations or opportunities outside
of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.
If
we effect our initial business combination with a company located in the United States but with operations or opportunities outside
of the United States, we would be subject to any special considerations or risks associated with companies operating in an international
setting, including any of the following:
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higher
costs and difficulties inherent in managing cross-border business operations and complying
with commercial and legal requirements of overseas markets;
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rules
and regulations regarding currency redemption;
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complex
corporate withholding taxes on individuals;
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laws
governing the manner in which future business combinations may be effected;
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tariffs
and trade barriers;
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regulations
related to customs and import/export matters;
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currency
fluctuations and exchange controls;
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challenges
in collecting accounts receivable;
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cultural
and language differences;
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employment
regulations;
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crime,
strikes, riots, civil disturbances, terrorist attacks, natural disasters and wars;
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deterioration
of political relations with the United States;
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obligation
of personnel to perform military service; and
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government
appropriation of assets.
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We
may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may
adversely impact our results of operations and financial condition.
If
our management following our initial business combination is unfamiliar with U.S. securities laws, they may have to expend time
and resources becoming familiar with such laws, which could lead to various regulatory issues.
Following
our initial business combination, any or all of our management could resign from their positions as officers of the Company, and
the management of the target business at the time of the business combination could remain in place. Management of the target
business may not be familiar with U.S. securities laws. If new management is unfamiliar with U.S. securities laws, they may have
to expend time and resources becoming familiar with such laws. This could be expensive and time-consuming and could lead to various
regulatory issues which may adversely affect our operations.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Some
statements contained in this prospectus may constitute “forward-looking statements” for purposes of the federal securities
laws. Forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations,
hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts
or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
The words “anticipate,” “believe,” “continue,” “could,” “estimate,”
“expect,” “intends,” “may,” “might,” “plan,” “possible,”
“potential,” “predict,” “project,” “should,” “would” and similar expressions,
or the negatives thereof, may identify forward-looking statements, but the absence of these words does not mean that a statement
is not forward-looking. Forward-looking statements in this prospectus may include, for example, statements about:
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our
ability to select an appropriate target business or businesses;
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our
ability to complete our initial business combination;
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our
expectations around the performance of a prospective target business or businesses;
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our
success in retaining or recruiting, or changes required in, our officers, key employees
or directors following our initial business combination;
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our
officers and directors allocating their time to other businesses;
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our
sponsor, officers and directors potentially having conflicts of interest with our business
or in approving our initial business combination;
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our
potential ability to obtain additional financing necessary to complete our initial business
combination;
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our
pool of prospective target businesses;
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the
ability of our officers and directors to generate a number of potential acquisition opportunities;
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our
public securities’ potential liquidity and trading;
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the
lack of a market for our securities;
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the
use of proceeds not held in the trust account or available to us from interest income
on the trust account balance;
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the
trust account not being subject to claims of third parties; and
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our
financial performance following this offering.
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The
forward-looking statements contained in this prospectus are based on our current expectations and beliefs concerning future developments
and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have
anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control)
or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by
these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under
the heading “Risk Factors.” Should one or more of these risks or uncertainties materialize, or should any of our assumptions
prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake
no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise,
except as may be required under applicable law.
USE
OF PROCEEDS
We
are offering 20,000,000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering, together
with the funds we will receive from the sale of the private placement securities, will be used as set forth in the following table.
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No Exercise of
the Option to
Purchase
Additional
Shares
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Full
Exercise of
the Option to
Purchase
Additional
Shares
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Gross proceeds
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Gross
proceeds from units offered to public
(1)
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$
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200,000,000
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$
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230,000,000
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Gross proceeds from the sale
of private placement securities
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6,000,000
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6,600,000
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Total gross proceeds
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$
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206,000,000
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$
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236,600,000
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Offering
expenses
(2)
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Underwriting
commissions (2.0% of gross proceeds from units offered to public)
(3)
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$
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4,000,000
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$
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4,600,000
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Legal fees and expenses
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300,000
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300,000
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Printing and engraving expenses
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45,000
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45,000
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Accounting fees and expenses
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32,500
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32,500
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SEC expenses
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35,794
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35,794
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FINRA expenses
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43,625
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43,625
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Travel and road show expenses
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40,000
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40,000
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|
Directors and officers insurance
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150,000
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150,000
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Nasdaq listing and filing fees
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75,000
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|
|
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75,000
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Miscellaneous expenses
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278,081
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278,081
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Total offering expenses (other
than underwriting commissions)
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1,000,000
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1,000,000
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Proceeds after offering expenses
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$
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201,000,000
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$
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231,000,000
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|
Held
in trust account
(3)
|
|
$
|
200,000,000
|
|
|
$
|
230,000,000
|
|
|
% of public offering size
|
|
|
100
|
%
|
|
|
100
|
%
|
|
Not held in trust account
|
|
$
|
1,000,000
|
|
|
$
|
1,000,000
|
|
The
following table shows the expected use of the approximately $1,000,000 of net proceeds not held in the trust account, as well
as up to an aggregate of $1,000,000 in working capital loans committed by our sponsor, but not including interest earned on funds
held in the trust account.
(4)(6)
|
|
|
Amount
|
|
|
%
of Total
|
|
|
Legal,
accounting, due diligence, travel and other expenses in connection with any potential initial business combination
(5)
|
|
$
|
1,250,000
|
|
|
|
62.5
|
%
|
|
Legal and accounting fees related to regulatory reporting obligations
|
|
|
150,000
|
|
|
|
7.5
|
%
|
|
Payment for office space, administrative and support services
|
|
|
240,000
|
|
|
|
12.0
|
%
|
|
Nasdaq continued listing fees
|
|
|
150,000
|
|
|
|
7.5
|
%
|
|
Other miscellaneous expenses (including franchise taxes net of anticipated
interest income)
|
|
|
210,000
|
|
|
|
10.5
|
%
|
|
Total
|
|
$
|
2,000,000
|
|
|
|
100
|
%
|
|
|
(1)
|
Includes
amounts payable to public stockholders who properly redeem their shares in connection
with the completion of our initial business combination.
|
|
|
(2)
|
Prior
to the closing of this offering, our sponsor may loan us up to $750,000 to be used to
pay a portion of the expenses of this offering. These loans, if any, will be repaid upon
completion of this offering out of the $1,000,000 of offering proceeds that has been
allocated for the payment of offering expenses other than underwriting commissions. In
the event that offering expenses are less than as set forth in this table, any such amounts
will be available for post-closing working capital expenses.
|
|
|
(3)
|
The
underwriters have agreed to defer underwriting commissions equal to 3.5% of the gross
proceeds of this offering. Upon completion of our initial business combination, $7,000,000,
which constitutes the underwriters’ deferred commissions (or $8,050,000 if the
underwriters’ option to purchase additional units is exercised in full) will be
paid to the underwriters from the funds held in the trust account and the remaining funds
will be released to us and can be used to pay all or a portion of the purchase price
of the business or businesses with which our initial business combination occurs or for
general corporate purposes, including payment of principal or interest on indebtedness
incurred in connection with our initial business combination, to fund the purchases of
other companies or for working capital. The underwriters will not be entitled to any
interest accrued on the deferred underwriting discounts and commissions.
|
|
|
(4)
|
These
expenses are estimates only. Our actual expenditures for some or all of these items may
differ from the estimates set forth herein. For example, we may incur greater legal and
accounting expenses than our current estimates in connection with negotiating and structuring
an initial business combination based upon the level of complexity of such business combination.
In the event we identify an acquisition target in a specific industry subject to specific
regulations, we may incur additional expenses associated with legal due diligence and
the engagement of special legal counsel. In addition, our staffing needs may vary and
as a result, we may engage a number of consultants to assist with legal and financial
due diligence. We do not anticipate any change in our intended use of proceeds, other
than fluctuations among the current categories of allocated expenses, which fluctuations,
to the extent they exceed current estimates for any specific category of expenses, would
not be available for our expenses. The amounts in the table above do not include interest
available to us from the trust account, which is limited to amounts to pay our taxes;
however, we can provide no assurances regarding this amount. Based upon current interest
rates, we would expect the trust account to generate approximately $3.9 million of interest
annually following the investment of such funds in specified U.S. Government Treasury
bills or in specified money market funds This estimate assumes an interest rate of 1.96%
per annum based upon current yields of securities in which the trust account may be invested.
In addition, in order to finance transaction costs in connection with an intended initial
business combination, our sponsor, an affiliate of our sponsor or certain of our officers
or directors may, but are not obligated to, loan us funds as may be required. If we complete
our initial business combination, we would repay such loaned amounts out of the proceeds
of the trust account released to us. Otherwise, such loans would be repaid only out of
funds held outside the trust account. In the event that our initial business combination
does not close, we may use a portion of the working capital held outside the trust account
to repay such loaned amounts but no proceeds from our trust account would be used to
repay such loaned amounts. Up to $250,000 of such loans may be convertible into warrants
of the post-business combination entity at a price of $1.00 per warrant at the option
of the lender. The warrants would be identical to the private placement warrants issued
to our sponsor, including as to exercise price, exercisability and exercise period. The
terms of such loans by our sponsor, an affiliate of our sponsor or certain of our officers
or directors, if any, have not been determined and no written agreements exist with respect
to such loans. We do not expect to seek loans from parties other than our sponsor, an
affiliate of our sponsor or certain of our officers or directors, if any, as we do not
believe third parties will be willing to loan such funds and provide a waiver against
any and all rights to seek access to funds in our trust account.
|
|
|
(5)
|
Includes
estimated amounts that may also be used in connection with our initial business combination
to fund a “no shop” provision and commitment fees for financing. This amount
does not include any investment banking fees which may be payable upon consummation of
an initial business combination. Macquarie Capital (USA) Inc. has not yet been retained
for a specific financial advisory, underwriting, capital raising or other transaction
and so we are not able to quantify the fees for any such engagement. No funds will be
paid out of the trust to fund any such fee payments and it is not expected that any fees
would be paid prior to the consummation of a business combination. The actual amount
of fees received will vary significantly based on the size of any transaction and the
extent to which other investment banks are involved.
|
|
|
(6)
|
In
order to finance transaction costs in connection with an intended initial business combination,
our sponsor has committed an aggregate of $1,000,000, to be provided to us to fund our
expenses relating to investigating and selecting a target business and other working
capital requirements after this offering and prior to our initial business combination.
|
The rules of Nasdaq provide that at
least 90% of the gross proceeds from this offering and the sale of the private placement securities be deposited in a trust account.
Of the net proceeds of this offering and the sale of the private placement securities, $200,000,000 (or $230,000,000 if the underwriters’
option to purchase additional shares is exercised in full), including $7,000,000 or $8,050,000 of deferred underwriting commissions
if the underwriters’ option to purchase additional shares is exercised, will be deposited in a segregated trust account
located in the United States with Continental Stock Transfer & Trust Company, acting as trustee, and will be invested only
in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under
Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Based on current
interest rates, we estimate that the interest earned on the trust account will be approximately $3.9 million per year, assuming
an interest rate of 1.96% per year. Except with respect to interest earned on the funds held in the trust account that may be
released to us to pay our taxes, if any, we will not be permitted to withdraw any of the principal or interest held in the trust
account and these funds will not be released from the trust account until the earliest of: (i) the completion of our initial business
combination; (ii) the redemption of our public shares if we are unable to complete our initial business combination within 24
months from the closing date of this offering, subject to applicable law, and (iii) the redemption of our public shares properly
submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation
that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not consummated an
initial business combination within 24 months from the closing date of this offering. Based on current interest rates, we expect
that interest earned on the trust account will be sufficient to pay our taxes.
The
net proceeds held in the trust account may be used as consideration to pay the sellers of a target business with which we ultimately
complete our initial business combination. If our initial business combination is paid for using equity or debt securities, or
not all of the funds released from the trust account are used for payment of the consideration in connection with our initial
business combination, we may apply the balance of the cash released from the trust account for general corporate purposes, including
for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness
incurred in completing our initial business combination, to fund the purchase of other companies or for working capital. There
is no limitation on our ability to raise funds privately or through loans in connection with our business combination, including
pursuant to forward purchase agreements we may enter into following the consummation of this offering.
We
believe that amounts not held in trust will be sufficient to pay the costs and expenses to which such proceeds are allocated.
However, if our estimate of the costs of undertaking in-depth due diligence and negotiating a business combination is less than
the actual amount necessary to do so, we may be required to raise additional capital, the amount, availability and cost of which
is currently unascertainable. If we are required to seek additional capital, we could seek such additional capital through loans
or additional investments from our sponsor, members of our management team or any of their affiliates, but such persons are not
under any obligation to loan funds to, or invest in, us.
Prior
to the closing of this offering, our sponsor may loan us up to an aggregate of $750,000 to be used for a portion of the expenses
of this offering. These loans, if any, will be non-interest bearing, unsecured and due at the earlier of May 30, 2019 or the closing
of this offering. These loans, if any, will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds
that has been allocated for the payment of offering expenses.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, (i) our sponsor has
committed an aggregate of $1,000,000, to be provided to us in the event that funds held outside of the trust are insufficient
to fund our expenses relating to investigating and selecting a target business and other working capital requirements after this
offering and prior to our initial business combination and (ii) our sponsor, one or more affiliates of our sponsor, or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. Otherwise, such loans
would be repaid only out of funds held outside the trust account. In the event that our initial business combination does not
close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds
from our trust account would be used to repay such loaned amounts. Up to $250,000 of such loans may be convertible into warrants
of the post business combination entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical
to the private placement warrants issued to our sponsor, including as to exercise price, exercisability and exercise period. The
terms of such loans by our sponsor, an affiliate of our sponsor or certain of our officers or directors, if any, have not been
determined and no written agreements exist with respect to such loans. We do not expect to seek loans from parties other than
our sponsor, an affiliate of our sponsor or certain of our officers or directors, if any, as we do not believe third parties will
be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our trust account.
We have granted Macquarie Capital (USA)
Inc., an affiliate of our sponsor (and an underwriter of this offering), a right of first refusal for a period of 36 months from
the date of the commencement of sales of the public offering to act as one of potentially several banks which provide to us certain
financial advisory, underwriting, capital raising, and other services for which it may receive a portion of the overall fees.
See the section of this prospectus entitled “Certain Relationships and Related Party Transactions.”
MIHI Boxwood Sponsor, LLC, which owns
50% of our sponsor (and thus beneficially owns more than 10% of our outstanding common stock), is an affiliate of Macquarie Capital
(USA) Inc., which we expect will be an underwriter in this offering. As a result, is deemed to have a “conflict of interest”
within the meaning of FINRA Rule 5121. Accordingly, this offering is being made in compliance with the applicable requirements
of Rule 5121. Rule 5121 requires that a “qualified independent underwriter,” as defined in Rule 5121, participate
in the preparation of the registration statement and prospectus and exercise the usual standards of due diligence with respect
thereto. Morgan Stanley & Co. LLC has agreed to act as a “qualified independent underwriter” for this offering.
We have agreed to indemnify Morgan Stanley & Co. LLC against certain liabilities incurred in connection with acting as a “qualified
independent underwriter,” including liabilities under the Securities Act. In addition, no underwriter with a conflict of
interest will confirm sales to any account over which it exercises discretionary authority without the specific prior written
approval of the account holder.
Our
sponsor, initial stockholders, directors, executive officers, advisors or their affiliates may purchase public shares or public
warrants in privately negotiated transactions or on the open market either prior to or following the completion of our initial
business combination. The price per share paid in any such transaction may be different than the amount per share a public stockholder
would receive if it elected to redeem its shares in connection with our initial business combination. However, they have no current
commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions.
None of the funds held in the trust account will be used to purchase public shares or public warrants in such transactions. If
they engage in such transactions, they will not make any such purchases when they are in possession of any material non-public
information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. We do not
currently anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the
Exchange Act or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers
determine at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such
rules. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent such purchases
are subject to such reporting requirements.
We
may not redeem our public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we
are not subject to the SEC’s “penny stock” rules) and the agreement for our initial business combination may
require as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise
their redemption rights so that we cannot satisfy the net tangible asset requirement or any net worth or cash requirements, we
would not proceed with the redemption of our public shares or the business combination, and instead would search for an alternate
business combination.
A
public stockholder will be entitled to receive funds from the trust account only upon the earliest to occur of: (i) the completion
of our initial business combination; (ii) the redemption of our public shares if we are unable to complete our initial business
combination within 24 months from the closing date of this offering, subject to applicable law; and (iii) the redemption of our
public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we have not
consummated an initial business combination within 24 months from the closing date of this offering. In no other circumstances
will a public stockholder have any right or interest of any kind to or in the trust account.
Our
initial stockholders have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after this
offering in connection with the completion of our initial business combination. Our other directors and officers have entered
into letter agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired
by them in or after this offering. In addition, our initial stockholders have agreed to waive their rights to liquidating distributions
from the trust account with respect to their founder shares and private placement shares if we fail to complete our initial business
combination within 24 months from the closing date of this offering. However, if our initial stockholders or any of our officers,
directors or affiliates acquire public shares in or after this offering, they will be entitled to liquidating distributions from
the trust account with respect to such public shares if we fail to complete our initial business combination within the allotted
24-month time frame.
DIVIDEND
POLICY
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
our initial business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings,
if any, capital requirements and general financial condition subsequent to completion of our initial business combination. The
payment of any cash dividends subsequent to our initial business combination will be within the discretion of our board of directors
at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends
in the foreseeable future, except if we increase the size of this offering, in which case we will effect a stock dividend (or,
potentially, a split) or other appropriate mechanism immediately prior to the consummation of this offering in such amount as
to maintain the ownership of our initial stockholders at 20% of our issued and outstanding shares of our common stock upon the
consummation of this offering (not including the shares of Class A common stock underlying the private placement units). Further,
if we incur any indebtedness in connection with a business combination, our ability to declare dividends may be limited by restrictive
covenants we may agree to in connection therewith.
DILUTION
The
difference between the public offering price per share of Class A common stock, assuming no value is attributed to the warrants
included in the units we are offering pursuant to this prospectus or the private placement securities, and the pro forma net tangible
book value per share of our Class A common stock after this offering constitutes the dilution to investors in this offering. Such
calculation does not reflect any dilution associated with the sale and exercise of warrants, including the private placement warrants,
which would cause the actual dilution to the public stockholders to be higher, particularly where a cashless exercise is utilized.
Net tangible book value per share is determined by dividing our net tangible book value, which is our total tangible assets less
total liabilities (including the value of Class A common stock which may be redeemed for cash), by the number of outstanding shares
of our Class A common stock.
At September 30, 2018, our net tangible
book value was ($81,825), or approximately ($0.01) per share of Class F common stock, in both cases giving effect to the Recapitalization.
After giving effect to the sale of 20,000,000 shares of Class A common stock included in the units we are offering by this prospectus,
the sale of the private placement securities and the deduction of underwriting commissions and estimated expenses of this offering,
our pro forma net tangible book value at September 30, 2018 would have been $5,000,010, or $0.79 per share of common stock, representing
an immediate increase in net tangible book value to our initial stockholders of $0.80 per share, assuming no value is attributed
to the warrants included in the units we are offering pursuant to this prospectus or the private placement warrants, as of the
date of this prospectus. Total immediate dilution to public stockholders will be $9.21 per share. The dilution to public stockholders
if the underwriters exercise the underwriters’ option to purchase additional units in full would be immediate dilution of
$9.31 per share or 93.1%.
The following table illustrates the
dilution to the public stockholders on a per share basis, assuming no value is attributed to the warrants included in the units
we are offering pursuant to this prospectus or the private placement warrants, and further assuming that the underwriters do not
exercise their option to purchase additional units:
|
Public offering price per share
of Class A common stock
|
|
|
|
|
|
$
|
10.00
|
|
|
Net tangible book value per share of common
stock before this offering
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
Increase in net tangible book value per share
of common stock attributable to public stockholders
|
|
|
0.80
|
|
|
|
|
|
|
Less: Pro forma net tangible book value per
share of common stock after this offering and the sale of the private placement securities
|
|
|
|
|
|
|
0.79
|
|
|
Dilution to public stockholders
|
|
|
|
|
|
$
|
9.21
|
|
For purposes of presentation, we have
reduced our pro forma net tangible book value after this offering (assuming no exercise of the underwriters’ option to purchase
additional units) by $189,024,290 because holders of up to approximately 94.5% of our public shares may redeem their shares for
a pro rata share of the aggregate amount then on deposit in the trust account at a per share redemption price equal to the amount
in the trust account as set forth in our tender offer or proxy materials (initially anticipated to be the aggregate amount held
in trust two days prior to the commencement of our tender offer or stockholders meeting, including interest (which interest shall
be net of taxes payable and any amounts released to us to fund working capital requirements) divided by the number of shares of
Class A common stock sold in this offering).
The following table sets forth information
with respect to our initial stockholders and the public stockholders assuming that the underwriters do not exercise their option
to purchase additional units:
|
|
|
Shares Purchased
|
|
|
Total Consideration
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Number
|
|
|
Percentage
|
|
|
Amount
|
|
|
Percentage
|
|
|
Average Price
Per Share
|
|
|
Initial
Stockholders
(1)(2)
|
|
|
5,250,000
|
|
|
|
20.79
|
%
|
|
$
|
2,525,000
|
|
|
|
1.25
|
%
|
|
$
|
0.48
|
|
|
Public Stockholders
|
|
|
20,000,000
|
|
|
|
79.21
|
%
|
|
|
200,000,000
|
|
|
|
98.75
|
%
|
|
$
|
10.00
|
|
|
|
|
|
25,250,000
|
|
|
|
100.00
|
%
|
|
$
|
202,525,000
|
|
|
|
100.00
|
%
|
|
|
|
|
|
|
(1)
|
Assumes the forfeiture of all 750,000 shares that are subject to forfeiture by our sponsor depending on the extent to which the underwriters’ option to purchase additional units is exercised, if at all.
|
|
|
(2)
|
These figures include the 250,000 shares included in the private placement units purchased by Boxwood Sponsor LLC at a price of $10.00 per unit, or $2,500,000 in the aggregate.
|
Our
pro forma net tangible book value per share after the offering is calculated as follows:
|
Numerator:
|
|
|
|
|
Net tangible book value before this offering, net of the
stock subscription receivable
|
|
$
|
(81,825
|
)
|
|
Proceeds from this offering and sale of the private placement securities,
net of estimated expenses
|
|
|
201,000,000
|
|
|
Offering costs excluded from net tangible book value before this offering
|
|
|
106,125
|
|
|
Less: Deferred underwriting discount
|
|
|
(7,000,000
|
)
|
|
Less: amount of Class A common stock subject to
redemption to maintain net tangible assets of $5,000,001
|
|
|
(189,024,290
|
)
|
|
|
|
$
|
5,000,010
|
|
|
Denominator:
|
|
|
|
|
|
Shares of Class F common stock outstanding prior to this offering
|
|
|
5,750,000
|
|
|
Less: Shares of Class F common stock forfeited if the option to purchase
additional units is not exercised
|
|
|
(750,000
|
)
|
|
Shares of Class A common stock included in the units offered
|
|
|
20,000,000
|
|
|
Shares of Class A common stock included in private placement units
|
|
|
250,000
|
|
|
Less: Shares of Class A common stock subject to
redemption to maintain net tangible assets of $5,000,001
|
|
|
(18,902,429
|
)
|
|
|
|
|
6,347,571
|
|
CAPITALIZATION
The following table sets forth our capitalization
at September 30, 2018 as follows:
|
|
●
|
to
give effect to the filing of our amended and restated certificate of incorporation, the Forfeiture, the
sale of 20,000,000 units in this offering for $200,000,000 (or $10.00 per unit) and the
sale of private placement securities for an aggregate of $6,000,000 (or $10.00 per unit
and $1.00 per warrant) and the application of the estimated net proceeds (excluding net
working capital of $1,000,000 not held in the trust account) of $205,000,000 derived
from the sale of such securities, assuming no exercise by the underwriters of their option
to purchase additional units:
|
|
|
|
September 30, 2018
|
|
|
|
|
Actual
|
|
|
As
Adjusted
(1)
|
|
|
Loan payable to related party
(2)
|
|
|
—
|
|
|
|
—
|
|
|
Deferred underwriting commissions
|
|
|
—
|
|
|
|
7,000,000
|
|
|
Shares of Class A common stock subject to redemption
(3)
|
|
|
|
|
|
|
189,024,290
|
|
|
Stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.0001 par value, 1,000,000 shares authorized; no shares issued or outstanding (actual and as adjusted)
|
|
|
|
|
|
|
—
|
|
|
Class A common stock, $0.0001 par value, 250,000,000 shares authorized (actual and as adjusted); no shares issued and outstanding (actual); 1,347,571 shares issued and outstanding (excluding 18,902,429 shares subject to redemption) (as adjusted)
(4)
|
|
|
—
|
|
|
|
135
|
|
|
Class F common stock, $0.0001 par value, 50,000,000 shares authorized (actual and as adjusted); 7,187,500 shares issued and outstanding (actual); 5,000,000 shares issued and outstanding (as adjusted)
|
|
|
719
|
|
|
|
500
|
|
|
Additional paid-in capital
(5)
|
|
|
24,281
|
|
|
|
5,000,075
|
|
|
Accumulated deficit
|
|
|
(700
|
)
|
|
|
(700
|
)
|
|
Total stockholders’ equity
|
|
|
24,300
|
|
|
|
5,000,010
|
|
|
Total capitalization
|
|
$
|
24,300
|
|
|
$
|
201,024,300
|
|
|
|
(1)
|
Assumes
the forfeiture of all 750,000 founder shares that are subject to forfeiture by our sponsor depending on the extent to which
the underwriters’ option to purchase additional units is exercised, if at all. The proceeds of the sale of such shares
will not be deposited into the trust account, the shares will not be eligible for redemption from the trust account nor will
they be eligible to vote on any proposed initial business combination.
|
|
|
(2)
|
Our
sponsor may loan us up to an aggregate of $750,000 under an unsecured promissory note to be used for a portion of the expenses
of this offering. As of November 15, 2018, we had borrowed $300,000 under the promissory note with our sponsor.
|
|
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(3)
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We
will provide our public stockholders with the opportunity to redeem their Class A common stock for cash equal to their pro
rata share of the aggregate amount then on deposit in the trust account as of two business days prior to the consummation
of the initial business combination, including interest (which interest shall be net of taxes payable and any amounts released
to us to fund working capital requirements), subject to the limitations described herein whereby our net tangible assets will
be maintained at a minimum of $5,000,001 and any limitations (including, but not limited to, cash requirements) created by
the terms of the proposed business combination. The “as adjusted” amount of common stock subject to redemption
equals the “as adjusted” total assets of $201,024,300, less the “as adjusted” stockholders’
equity of $5,000,010. The value of the shares of Class A common stock that may be redeemed in connection with our initial
business combination is equal to $10.00 per share (which is the assumed redemption price) multiplied by 18,902,290 shares
of Class A common stock, which is the maximum number of shares of Class A common stock that may be redeemed at a $10.00 purchase
price per share that allows us to maintain at least $5,000,001 of net tangible assets.
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(4)
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Actual
share amount is prior to any forfeiture of founder shares by our sponsor and as adjusted
share amount assumes no exercise of the underwriters’ option to purchase additional
units.
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(5)
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“As
adjusted” additional paid-in capital is equal to the “as adjusted”
total stockholders’ equity of $5,000,010, minus common stock par value of $635,
plus the accumulated deficit of $700.
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MANAGEMENT’S
DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Overview
We
are a Delaware corporation formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase,
reorganization, recapitalization or other similar business combination with one or more businesses. We have not selected any potential
business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or
indirectly, with any business combination target. We intend to effectuate our initial business combination using cash from the
proceeds of this offering and the sale of the private placement securities, our capital stock, debt or a combination of cash,
stock and debt.
The
issuance of additional shares of our common stock in a business combination:
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may
significantly dilute the equity interest of investors in this offering, which dilution
would increase if the anti-dilution provisions in the Class F common stock resulted in
the issuance of Class A shares on a greater than one-to-one basis upon conversion of
the Class F common stock;
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may
subordinate the rights of holders of common stock if preferred stock is issued with rights
senior to those afforded our common stock;
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could
cause a change of control if a substantial number of shares of our common stock are issued,
which may affect, among other things, our ability to use our net operating loss carry
forwards, if any, and could result in the resignation or removal of our present officers
and directors;
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may
have the effect of delaying or preventing a change of control of us by diluting the share
ownership or voting rights of a person seeking to obtain control of us; and
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may
adversely affect prevailing market prices for shares of our Class A common stock and/or
warrants.
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Similarly,
if we issue debt securities or otherwise incur significant indebtedness, it could result in:
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default
and foreclosure on our assets if our operating revenues after an initial business combination
are insufficient to repay our debt obligations;
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acceleration
of our obligations to repay the indebtedness even if we make all principal and interest
payments when due if we breach certain covenants that require the maintenance of certain
financial ratios or reserves without a waiver or renegotiation of that covenant;
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our
immediate payment of all principal and accrued interest, if any, if the debt is payable
on demand;
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our
inability to obtain necessary additional financing if the debt contains covenants restricting
our ability to obtain such financing while the debt security is outstanding;
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our
inability to pay dividends on our common stock;
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using
a substantial portion of our cash flow to pay principal and interest on our debt, which
will reduce the funds available for dividends on our common stock if declared, expenses,
capital expenditures, acquisitions and other general corporate purposes;
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limitations
on our flexibility in planning for and reacting to changes in our business and in the
industry in which we operate;
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increased
vulnerability to adverse changes in general economic, industry and competitive conditions
and adverse changes in government regulation; and
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limitations
on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions,
debt service requirements, execution of our strategy and other purposes and other disadvantages
compared to our competitors who have less debt.
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As indicated in the accompanying financial
statements, as of September 30, 2018, we had cash holdings of $18,875 and deferred offering costs of $106,125. Further, we expect
to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to raise capital or to
complete our initial business combination will be successful. These factors, among others, raise substantial doubt about our ability
to continue as a going concern.
Results
of Operations and Known Trends or Future Events
We
have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational
activities and those necessary to prepare for this offering. Following this offering, we will not generate any operating revenues
until after completion of our initial business combination. We will generate non-operating income in the form of interest income
on cash and cash equivalents after this offering. There has been no significant change in our financial or trading position and
no material change has occurred since the date of our audited financial statements. After this offering, we expect to incur increased
expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as
for due diligence expenses. We expect our expenses to increase substantially after the closing of this offering.
Liquidity
and Capital Resources
Our liquidity needs have been satisfied prior to the completion of this offering through receipt of $25,000
from our sale of the founder shares and up to an aggregate of $750,000 in loans from our sponsor to be used for a portion of the
expenses of this offering. As of November 15, 2018, we had borrowed $300,000 under the unsecured promissory note. We estimate that
the net proceeds from: (i) the sale of the units in this offering, after deducting offering expenses of approximately $1,000,000,
and underwriting commissions of $4,000,000 (excluding deferred underwriting commissions of $7,000,000), or $4,600,000 (excluding
deferred underwriting commissions of $8,050,000) if the underwriters’ option to purchase additional units is exercised in
full; and (ii) the sale of the private placement securities for a purchase price of $6,000,000 (or $6,600,000 if the underwriters’
option to purchase additional units is exercised in full) will be $201,000,000 (or $231,000,000 if the underwriters’ option
to purchase additional units is exercised in full). Of this amount, $200,000,000 (or $230,000,000 if the underwriters’ option
to purchase additional units is exercised in full), including up to $7,000,000 (or $8,050,000 if the underwriters’ option
to purchase additional units is exercised in full) of deferred underwriting commissions, will be deposited into a trust account.
The funds in the trust account will be invested only in specified U.S. government treasury bills or in specified money market funds.
The remaining $1,000,000 will not be held in the trust account. In the event that our offering expenses exceed our estimate of
$1,000,000, we may fund such excess with funds not held in the trust account. In such case, the amount of funds we intend to hold
outside the trust account for working capital would decrease by a corresponding amount. Conversely, in the event that the offering
expenses are less than our estimate of $1,000,000, the amount of funds we intend to hold outside the trust account for working
capital would increase by a corresponding amount.
We
intend to use substantially all of the funds held in the trust account, including any amounts representing interest earned on
the trust account (which interest shall be net of taxes payable and any amounts released to us to fund working capital requirements),
excluding deferred underwriting commissions to complete our initial business combination. We may withdraw interest to pay taxes,
if any, and an amount up to $100,000 to pay dissolution expenses. We estimate our annual franchise tax obligations, based on the
number of shares of our common stock authorized and outstanding after the completion of this offering, to be $200,000. Our annual
income tax obligations will depend on the amount of interest and other income earned on the amounts held in the trust account.
We expect the interest earned on the amount in the trust account will be sufficient to pay our taxes. To the extent that our capital
stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds
held in the trust account will be used as working capital to finance the operations of the target business or businesses, make
other acquisitions and pursue our growth strategies.
Prior
to the completion of our initial business combination, we expect to have available to us $1,000,000 of proceeds held outside the
trust account. We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on
prospective target businesses, travel to and from the offices or similar locations of prospective target businesses or their representatives
or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete
a business combination, and to pay taxes to the extent the interest earned on the trust account is not sufficient to pay our taxes.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, (i) our sponsor has
committed an aggregate of $1,000,000, to be provided to us in the event that funds held outside of the trust are insufficient
to fund our expenses relating to investigating and selecting a target business and other working capital requirements after this
offering and prior to our initial business combination and (ii) our sponsor, one or more affiliates of our sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts. In the event that our initial business combination does not close, we may use
a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account
would be used for such repayment. Up to $250,000 of such loans may be convertible into warrants of the post business combination
entity at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the private placement warrants
issued to our sponsor, including as to exercise price, exercisability and exercise period. The terms of such loans by our sponsor,
an affiliate of our sponsor or certain of our officers or directors, if any, have not been determined and no written agreements
exist with respect to such loans. We do not expect to seek loans from parties other than our sponsor, an affiliate of our sponsor
or certain of our officers or directors, if any, as we do not believe third parties will be willing to loan such funds and provide
a waiver against any and all rights to seek access to funds in our trust account.
We
expect our primary liquidity requirements during that period to include approximately $1,250,000 for legal, accounting, due diligence,
travel and other expenses associated with structuring, negotiating and documenting a successful initial business combination;
$150,000 for legal and accounting fees related to regulatory reporting requirements; $240,000 for office space, administrative
and support services; $150,000 for Nasdaq continued listing fees and; and approximately $210,000 for general working capital that
will be used for miscellaneous expenses and reserves net of estimated interest income.
These
amounts are estimates only and may differ materially from our actual expenses. In addition, we could use a portion of the funds
not being placed in trust to pay commitment fees for financing, fees to consultants to assist us with our search for a target
business or as a down payment or to fund a “no-shop” provision (a provision designed to keep target businesses from
“shopping” around for transactions with other companies or investors on terms more favorable to such target businesses)
with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered
into an agreement where we paid for the right to receive exclusivity from a target business, the amount that would be used as
a down payment or to fund a “no-shop” provision would be determined based on the terms of the specific business combination
and the amount of our available funds at the time. Our forfeiture of such funds (whether as a result of our breach or otherwise)
could result in our not having sufficient funds to continue searching for, or conducting due diligence with respect to, prospective
target businesses.
We
do not believe we will need to raise additional funds following this offering in order to meet the expenditures required for operating
our business. However, if our estimates of the costs of identifying a target business, undertaking in-depth due diligence and
negotiating an initial business combination are less than the actual amount necessary to do so, we may have insufficient funds
available to operate our business prior to our initial business combination. Moreover, we may need to obtain additional financing
either to complete our initial business combination or because we become obligated to redeem a significant number of our public
shares upon completion of our initial business combination, in which case we may issue additional securities or incur debt in
connection with such business combination.
Controls
and Procedures
We
are not currently required to maintain a system of internal controls as defined by Section 404 of the Sarbanes-Oxley Act. We will
be required to comply with the internal control requirements of the Sarbanes-Oxley Act beginning with, and for, the fiscal year
ending December 31, 2019. Only in the event that we are deemed to be a large accelerated filer or an accelerated filer will we
be required to comply with the independent registered public accounting firm attestation requirement on our internal controls.
Further, for as long as we remain an emerging growth company as defined in the JOBS Act, we intend to take advantage of certain
exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies including,
but not limited to, not being required to comply with the independent registered public accounting firm attestation requirement.
Prior
to the closing of this offering, we have not completed an assessment of, nor have our auditors tested, our systems of internal
controls. We expect to assess the internal controls of our target business or businesses prior to the completion of our initial
business combination and, if necessary, to implement and test additional controls as we may determine are necessary in order to
state that we maintain an effective system of internal controls. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding the adequacy of internal controls. Many small and mid-sized target businesses we may consider
for our initial business combination may have internal controls that need improvement in areas such as:
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staffing
for financial, accounting and external reporting areas, including segregation of duties;
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reconciliation
of accounts;
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proper
recording of expenses and liabilities in the period to which they relate;
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evidence
of internal review and approval of accounting transactions;
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documentation
of processes, assumptions and conclusions underlying significant estimates; and
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documentation
of accounting policies and procedures.
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Because
it will take time, management involvement and perhaps outside resources to determine what internal control improvements are necessary
for us to meet regulatory requirements and market expectations for our operation of a target business, we may incur significant
expenses in meeting our public reporting responsibilities, particularly in the areas of designing, enhancing or remediating internal
and disclosure controls. Doing so effectively may also take longer than we expect, thus increasing our exposure to financial fraud
or erroneous financing reporting.
Once
our management’s report on internal controls is complete, we will retain our independent auditors to audit and render an
opinion on such report when required by Section 404. The independent auditors may identify additional issues concerning a target
business’s internal controls while performing their audit of internal control over financial reporting.
Quantitative
and Qualitative Disclosures about Market Risk
The
net proceeds of this offering and the sale of the private placement securities held in the trust account will be invested in U.S.
government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7
under the Investment Company Act which invest only in direct U.S. government treasury obligations. Due to the short-term nature
of these investments, we believe there will be no associated material exposure to interest rate risk.
Related
Party Transactions
We were initially formed by our sponsor
in June 2017, at which time our sponsor acquired all 100 shares of our outstanding common stock for an aggregate purchase price
of $25,000, or approximately $250.00 per share. Prior to the initial investment in the company of $25,000, the company had no
assets, tangible or intangible. The per share price for the founder shares was determined by dividing the amount initially contributed
to the company by the number of founder shares issued. In October 2018, our sponsor sold certain of the founder shares to our
three independent director nominees. On November 14, 2018 and November 15, 2018, we effected the Recapitalization and the Forfeiture,
respectively, and, as a result, our sponsor and independent director nominees hold 5,750,000 founder shares (up to 750,000 of
which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is
exercised, if at all). The number of founder shares issued in the Recapitalization and forfeited in the Forfeiture was determined
based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters’
option to purchase additional units is exercised in full, and therefore that such founder shares would represent 20% of the issued
and outstanding shares of common stock after this offering (not including the shares of Class A common stock underlying the private
placement units). If we increase or decrease the size of this offering, we will effect a stock dividend or share contribution
back to capital, as applicable, immediately prior to the consummation of this offering in such amount as to maintain the ownership
of our initial stockholders at 20% of the issued and outstanding shares of common stock after this offering (not including the
shares of Class A common stock underlying the private placement units). Our sponsor does not intend to purchase any units in this
offering.
Our
sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses related
to identifying, investigating, negotiating and completing an initial business combination. Our audit committee will review on
a quarterly basis all payments that are made to our sponsor, officers, directors or our or any of their affiliates, and will determine
which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred by such persons in connection with activities on our behalf, although no such reimbursements will be made from
the proceeds of this offering held in the trust account prior to the completion of our initial business combination.
Prior to the closing of this offering,
our sponsor may loan us up to an aggregate of $750,000 under an unsecured promissory note to be used for a portion of the expenses
of this offering. These loans, if any, will be non-interest bearing, unsecured and due at the earlier of May 30, 2019 or the closing
of this offering. These loans, if any, will be repaid upon the closing of this offering out of the $1,000,000 of offering proceeds
that has been allocated for the payment of offering expenses. As of November 15, 2018, we had borrowed $300,000 under the outstanding
promissory note.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, (i) our sponsor has
committed an aggregate of $1,000,000, to be provided to us in the event that funds held outside of the trust are insufficient
to fund our expenses relating to investigating and selecting a target business and other working capital requirements after this
offering and prior to our initial business combination and (ii) our sponsor, one or more affiliates of our sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our
initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $250,000 of such loans may
be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.
The warrants would be identical to the private placement warrants issued to our sponsor, including as to exercise price, exercisability
and exercise period. The terms of such loans by our sponsor, an affiliate of our sponsor or certain of our officers or directors,
if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from
parties other than our sponsor, an affiliate of our sponsor or certain of our officers or directors, if any, as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our
trust account.
Our
sponsor has committed to purchase an aggregate of 250,000 private placement units at a price of $10.00 per unit, or $2,500,000
in the aggregate, and 3,500,000 private placement warrants (or 4,100,000 warrants if the underwriters’ option to purchase additional
units is exercised in full) at a price of $1.00 per warrant, or $3,500,000 in the aggregate (or $4,100,000 in the aggregate if
the underwriters’ option to purchase additional units is exercised in full), in a private placement that will close simultaneously
with the closing of this offering. Each private placement warrant will entitle the holder to purchase one share of our Class A
common stock at $11.50 per share. Our sponsor will be permitted to transfer the private placement securities held by it to certain
permitted transferees, including its affiliates, our officers and directors and other persons or entities affiliated with or related
to our sponsor; provided that the transferees receiving such securities will be subject to the same agreements with respect to
such securities as our sponsor. Otherwise, these securities will not, subject to certain limited exceptions, be transferable or
salable until 30 days after the completion of our initial business combination. The private placement warrants will be non-redeemable
so long as they are held by our sponsor or its permitted transferees (except as described below under “Principal Stockholders—Transfers
of Founder Shares and Private Placement Securities”). The private placement warrants may also be exercised by our sponsor
or its permitted transferees for cash or on a cashless basis. The private placement warrants to be acquired by an affiliate of
Macquarie Capital (USA) Inc. shall not be exercisable more than five years from the effective date of the registration statement
of which this prospectus forms a part and such private placement securities shall be subject to certain additional restrictions
on transfer, as described under “Description of Securities—Warrants—Private Placement Warrants and Working Capital
Loan Warrants.” Otherwise, the private placement units and the private placement warrants will have terms and provisions
that are identical to those of the units and warrants being sold as part of the units in this offering, including as to exercise
price, exercisability and exercise period.
In addition, we have granted Macquarie
Capital (USA) Inc., an affiliate of our sponsor (and an underwriter of this offering), a right of first refusal for a period of
36 months from the date of the commencement of sales of the public offering to act as one of potentially several banks which provide
to us certain financial advisory, underwriting, capital raising, and other services for which it may receive a portion of the
overall fees. See the section of this prospectus entitled “Certain Relationships and Related Party Transactions.”
We have agreed that Macquarie Capital (USA) Inc. will not be asked to render a fairness opinion with respect to our initial business
combination as it may have a conflict of interest by virtue of its affiliation with our sponsor. As a consequence, we may be required
to retain another firm to render such an opinion if one is required.
Pursuant to a registration rights agreement
we will enter into, on or prior to the closing of this offering, with our initial stockholders and holders of our private placement
securities and warrants issued upon conversion of working capital loans, if any, and their respective permitted transferees (and
any shares of Class A common stock issuable upon the exercise of the private placement warrants or warrants issued upon conversion
of the working capital loans), we may be required to register certain securities for sale under the Securities Act. Our initial
stockholders and holders of our private placement securities and warrants issued upon conversion of working capital loans, if
any, and their respective permitted transferees will be entitled under the registration rights agreement to make up to three demands,
excluding short form registration demands (or one demand, in the case of private placement securities to be acquired by an affiliate
of Macquarie Capital (USA) Inc.), that we register certain of our securities held by them for sale under the Securities Act and
have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition, these holders
will have the right to include their securities in other registration statements filed by us. However, the registration rights
agreement will provide that we will not permit any registration statement filed under the Securities Act to become effective until
the securities covered thereby are released from their lock-up restrictions, as described herein. In the case of the private placement
securities to be acquired by an affiliate of Macquarie Capital (USA) Inc., the demand registration right provided will not be
exercisable for longer than five years from the effective date of the registration statement of which this prospectus forms a
part in compliance with FINRA Rule 5110(f)(2)(G)(iv) and the piggyback registration right provided will not be exercisable for
longer than seven years from the effective date of the registration statement of which this prospectus forms a part in compliance
with FINRA Rule 5110(f)(2)(G)(v). We will bear the costs and expenses of filing any such registration statements. See the section
of this prospectus entitled “Certain Relationships and Related Party Transactions.”
Off-Balance
Sheet Arrangements; Commitments and Contractual Obligations; Quarterly Results
As
of September 30, 2018, we did not have any off-balance sheet arrangements as defined in Item 303(a)(4)(ii) of Regulation S-K and
did not have any commitments or contractual obligations. No unaudited quarterly operating data is included in this prospectus
as we have not conducted any operations to date.
JOBS
Act
On
April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting
requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act
will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly
traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply
with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging
growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting
pronouncements as of public company effective dates.
Additionally,
we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act.
Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on
such exemptions we may not be required to, among other things: (i) provide an auditor’s attestation report on our system
of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (ii) provide all of the compensation
disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection
Act; (iii) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement
to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion
and analysis); and (iv) disclose certain executive compensation related items such as the correlation between executive compensation
and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for
a period of five years following the completion of our initial public offering or until we are no longer an “emerging growth
company,” whichever is earlier.
PROPOSED
BUSINESS
General
We
are a blank check company incorporated as a Delaware corporation formed for the purpose of effecting a merger, share exchange,
asset acquisition, stock purchase, reorganization, recapitalization or other similar business combination with one or more businesses,
which we refer to throughout this prospectus as our initial business combination. We have not identified any potential initial
business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions, directly or
indirectly, with any potential initial business combination target.
We will seek to capitalize on the significant
experience and contacts of our management team, led by Stephen M. Kadenacy, our Chief Executive Officer, and Macquarie Capital
in consummating an initial business combination. Although we may pursue an initial business combination in any business, industry
or geographic location, we currently intend to focus on companies that provide technical and industrial services in the United
States. We intend to evaluate both private and public companies as potential initial business combination targets, focusing on
opportunities that we believe would provide appropriate risk adjusted returns to stockholders.
Our
CEO, Stephen M. Kadenacy, most recently served as the President and Chief Operating Officer of AECOM (NYSE: ACM), a leading provider
of planning, consulting, architectural and engineering design services to commercial and government clients. During his tenure
at AECOM, Mr. Kadenacy served in a number of capacities and played an important role in helping to grow AECOM from approximately
$4 billion of revenues from the time he joined AECOM in 2008 to $18 billion in 2017. From October 2011, when Mr. Kadenacy was
appointed Chief Financial Officer, to July 2017 when Mr. Kadenacy left AECOM, AECOM’s market capitalization increased by
approximately $3 billion, while operating cashflow generated at AECOM increased by more than sixfold.
We
believe Mr. Kadenacy is uniquely qualified to lead Boxwood, given his combination of:
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reputation,
network and operational experience, having led as AECOM’s President and Chief Operating
Officer a global organization of approximately 87,000 employees generating more than
$18 billion of revenues across a broad range of services and geographies;
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extensive
experience in identifying, screening and executing M&A transactions during his tenure
at AECOM, having led over a dozen acquisitions including AECOM’s acquisition of
URS Corporation, which generated more than $10 billion of revenues at the time of AECOM’s
acquisition; and
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capital
markets expertise developed during his role as Chief Financial Officer, having overseen
AECOM’s relationships with equity and debt investors, including having led AECOM’s
quarterly earnings calls and meetings with its investors, as well as having led AECOM’s
first high-yield bond financing transaction.
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Our
sponsor is jointly controlled by an affiliate of Stephen M. Kadenacy and MIHI, a wholly owned subsidiary of Macquarie and a part
of Macquarie Capital. Macquarie is a global provider of financial, advisory, investment and funds management services. Macquarie’s
main business focus is generating returns to investors and stockholders by providing a diversified range of services to clients.
Macquarie acts on behalf of institutional, corporate and retail clients and counterparties around the world. Founded in 1969,
Macquarie operates in 25 countries, employs approximately 14,500 people and has assets under management of over $381 billion (as
of March 31, 2018).
Macquarie
Capital comprises Macquarie’s advisory, capital raising and principal investing capabilities. The firm provides varied services
to corporate, financial sponsor and government clients involved in mergers and acquisitions, debt and equity fund raising, corporate
restructuring, project finance and public private partnerships. In the U.S., Macquarie Capital has specialist sector expertise
and a comprehensive advisory and capital markets platform.
The
past performance of the members of our management team, Macquarie or any of its affiliates is not a guarantee that we will be
able to identify a suitable candidate for our initial business combination or of success with respect to any business combination
we may consummate. You should not rely on the historical record of the performance of our management, Macquarie or any of its
affiliates’ performance as indicative of our future performance. None of our directors has any past experience with any
blank check companies or special purpose acquisition companies.
Business
Strategy
Our business strategy is to target,
identify and complete our initial business combination with a company that provides technical and industrial services across a
broad range of industries, including companies that provide design services, engineering services, facilities management services,
operation and maintenance services, environmental services and construction management services.
We believe that technical and industrial
services companies present an attractive set of opportunities for a SPAC to pursue a business combination. Specifically, technical
and industrial services companies operate in highly fragmented markets and offer a broad range of value-added services. Many of
these companies exhibit attractive financial profiles, such as highly visible, recurring revenue, durable performance through
economic cycles, and are readily scalable, providing organic and inorganic growth opportunities.
We also believe that businesses providing
technical and industrial services can benefit from attractive economic and industry trends, including:
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an estimated $748 billion of non-residential spending in the
U.S. in 2017, according to FMI;
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a
n estimated $4.6 trillion of spending needed for aging U.S.
infrastructure by 2025, according to the American Society of Civil Engineers;
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$305 billion of planned transportation spending expected by 2020
pursuant to the FAST Act;
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$608 billion of planned pipeline and hazardous materials safety
spending by 2020 pursuant to the 2016 PIPES Act;
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an estimated $160 billion market for cyber security services and infrastructure by 2020, according
to TechNavio; and
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an estimated $447 billion of the federal government’s environmental liability, according to
the U.S. Government Accountability Office.
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Our
acquisition strategy will leverage our team’s network of potential proprietary and public transaction sources where we believe
a combination of our relationships, knowledge, and experience in providing technical and industrial services could effect an appropriate
initial business combination and result in a positive transformation or augmentation of an existing company.
Our
management team, led by Mr. Kadenacy, in cooperation with Macquarie Capital, has experience:
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operating
companies, establishing and revising strategies, and identifying, mentoring and recruiting
talent in our intended target industries;
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developing
and growing companies, both organically and inorganically;
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sourcing,
structuring, acquiring and selling businesses and achieving synergies to create stockholder
value;
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fostering
relationships with sellers, capital providers and target management teams; and
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accessing
the capital markets across various business cycles, including financing businesses and
assisting companies with the transition to public ownership.
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We
believe there are a large number of companies providing technical and industrial services that can benefit from the above expertise,
with opportunities for significant value creation upon completion of a business combination and a public listing for the target
company.
Following the completion of this offering,
we intend to begin the process of communicating with our management team’s and Macquarie Capital’s network of relationships
to articulate the parameters for our search for a potential target initial business combination and begin the process of pursuing
and reviewing potential opportunities. We expect to generally avoid auctions and other competitive processes in seeking potential
acquisition opportunities.
Competitive
Strengths
We believe our management team, including
Mr. Kadenacy, and Macquarie Capital will provide us with a significant pipeline of opportunities from which to evaluate potential
business combinations that will benefit from our collective expertise, relationships and network. We believe that our competitive
strengths include the following:
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Proprietary
Sourcing Network.
We believe our management team’s reputation, highlighted
by Mr. Kadenacy’s tenure at AECOM, will be viewed favorably by target businesses
and will allow us to generate transaction opportunities that will be unique to us. We
also intend to leverage Macquarie Capital’s relationships to source proprietary
transaction opportunities.
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Deep
Industry Expertise
. We believe we have deep industry expertise in providing technical
and industrial services, given Mr. Kadenacy’s experience at AECOM, and the breadth
of activities that Mr. Kadenacy oversaw as AECOM’s President, Chief Operating Officer
and Chief Financial Officer. Furthermore, Macquarie Capital, through its activities in
project finance and infrastructure, has a unique set of relationships in our intended
target industries that we intend to leverage. We believe our industry expertise will
allow us to identify companies with opportunities for significant value creation.
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M&A
Expertise
. Our management team has an extensive track record of identifying,
screening and acquiring companies. In particular, Mr. Kadenacy during his tenure at AECOM
led over a dozen acquisitions, including AECOM’s $6 billion acquisition of URS
Corporation. Furthermore, we will leverage the expertise of Macquarie Capital, which
was involved in over $271 billion of transactions in the twelve months ending March 31,
2018.
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Capital
Markets Expertise
. Our management team has deep understanding of capital markets,
which we believe is an important aspect of a SPAC management team. We believe that the
combination of Mr. Kadenacy and Macquarie Capital’s experience and network in the
public equity markets will allow us to effectively position our investment thesis for
the business combination transaction, as well as for the combined company post closing.
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Depth
of Team and Sponsorship
. We intend to assemble a management team with senior
executives whose collective experience and network, combined with resources available
to us from Macquarie Capital, we believe will allow us to pursue a number of transaction
opportunities concurrently, and expedite the time required from initial identification
of an opportunity to transaction announcement.
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Business
Combination Criteria
Consistent
with our strategy, we have identified the following general criteria and guidelines that we believe are important in evaluating
prospective target businesses. We intend to use these criteria and guidelines in evaluating acquisition opportunities, but we
may decide to enter into an initial business combination with a target business that does not meet these criteria or guidelines.
We intend to focus on companies that provide value-added services that we believe:
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have
market leadership positions in their respective products and services;
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have
an attractive risk profile, including revenues under long-term contracts and/or strong
backlog of business;
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have
attractive organic and inorganic growth opportunities which may be accelerated with our
expertise and/or access to a public listing;
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can
benefit from an improved capital structure or streamlined ownership structure;
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are
at an inflection point, such as requiring additional management expertise or where we
believe we can drive improved financial performance; and
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offer
an attractive risk-adjusted return for our stockholders.
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We intend to seek a target with an aggregate
enterprise value of approximately $750 million to $2.0 billion, determined according to reasonably accepted valuation standards
and methodologies. We believe targeting companies in the middle market will provide the greatest number of opportunities for investment
and will maximize the collective network of our management team and Macquarie Capital.
These
criteria are not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination
may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that our
management team may deem relevant. In the event that we decide to enter into our initial business combination with a target business
that does not meet the above criteria and guidelines, we will disclose that the target business does not meet the above criteria
in our stockholder communications related to our initial business combination, which, as discussed in this prospectus, would be
in the form of proxy solicitation materials or tender offer documents that we would file with the SEC.
Initial
Business Combination
Nasdaq
rules require that we must complete one or more business combinations having an aggregate fair market value of at least 80% of
the value of the assets held in the trust account (excluding the deferred underwriting commissions and taxes payable on the interest
earned on the trust account) at the time of our signing a definitive agreement in connection with our initial business combination.
If our board of directors is not able to independently determine the fair market value of our initial business combination, we
will obtain an opinion from an independent investment banking firm which is a member of the Financial Industry Regulatory Authority
(“FINRA”) or an independent valuation or appraisal firm with respect to the satisfaction of such criteria. Our stockholders
may not be provided with a copy of such opinion nor will they be able to rely on such opinion.
We
anticipate structuring our initial business combination so that the post transaction company in which our public stockholders
own shares will own or acquire 100% of the equity interests or assets and liabilities of the target business or businesses. We
may, however, structure our initial business combination such that the post transaction company owns or acquires less than 100%
of such interests or assets and liabilities of the target business in order to meet certain objectives of the target management
team or stockholders or for other reasons, but we will only complete such business combination if the post transaction company
owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in
the target sufficient for the post transaction company not to be required to register as an investment company under the Investment
Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the target, our stockholders
prior to the initial business combination may collectively own a minority interest in the post transaction company, depending
on valuations ascribed to the target and us in the business combination. For example, we could pursue a transaction in which we
issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target. In this case, we would
acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial number of new shares,
our stockholders immediately prior to our initial business combination could own less than a majority of our outstanding shares
subsequent to our initial business combination. If less than 100% of the equity interests or assets of a target business or businesses
are owned or acquired by the post transaction company, the portion of such business or businesses that is owned or acquired is
what will be taken into account for purposes of Nasdaq’s 80% of net assets test. If the business combination involves more
than one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions.
Our
Business Combination Evaluation Process
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review that will encompass, among other
things, meetings with incumbent management and employees, document reviews and inspection of facilities, as applicable, as well
as a review of financial and other information that will be made available to us.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with Macquarie, our sponsor,
officers or directors. In the event we seek to complete our initial business combination with a company that is affiliated with
our sponsor, officers or directors, we, or a committee of independent directors, will obtain an opinion from an independent investment
banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to us
from a financial point of view.
Members
of our management team, our sponsor and their affiliates will directly or indirectly own founder shares and/or private placement
securities following this offering and, accordingly, may have a conflict of interest in determining whether a particular target
business is an appropriate business with which to effectuate our initial business combination. Further, each of our officers and
directors may have a conflict of interest with respect to evaluating a potential business combination if the retention or resignation
of any such officers and directors was included by a target business as a condition to any agreement with respect to our initial
business combination.
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to one or more other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he or she has then current fiduciary or contractual obligations, he or she will honor
his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject
to their fiduciary duties under law, and only present the opportunity to us if such other entity rejects the opportunity. We do
not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect
our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that
we renounce our interest in any corporate opportunity offered to any of our officers and directors unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is
one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Macquarie
and its affiliates engage in a broad spectrum of activities including principal investing, specialized investment vehicle management,
asset management, financial advisory, securities underwriting, sales and trading, investment research, lending and other activities.
In the ordinary course of business, they engage in activities where their interests or the interests of their clients may conflict
with our interests. Accordingly, there may be situations in which Macquarie or an affiliate has an obligation or an interest that
actually or potentially conflicts with our interests. You should assume that these conflicts will not be resolved in our favor
and, as a result, we may be denied certain acquisition opportunities or otherwise disadvantaged in certain situations by our relationship
with Macquarie.
Macquarie,
its affiliates and their clients make investments in a variety of different businesses and may directly compete with us for acquisition
opportunities provided or created by Macquarie or its affiliates that meet our initial business combination objectives. Neither
Macquarie nor any of its affiliates has an obligation to offer potential acquisition opportunities to us and may allocate them
at its discretion to us or other parties. We will not have any priority in respect of acquisition opportunities provided or created
by Macquarie or its affiliates. You should assume that Macquarie and its affiliates and clients will have priority over us in
terms of access to acquisition opportunities and, as a result, we may be denied certain acquisition opportunities or otherwise
disadvantaged in certain situations by our relationship with Macquarie.
Clients
of Macquarie and its affiliates may also compete with us for investment opportunities meeting our initial business combination
objectives. If Macquarie or any of its affiliates is engaged to act for any such clients, we may be precluded from pursuing opportunities
that would conflict with Macquarie’s or its affiliates’ obligations to such client. In addition, investment ideas
generated within Macquarie or its affiliates may be suitable for our company or a client of Macquarie or its affiliates, and may
be directed to any of such persons or entities rather than to us. Macquarie or its affiliates may also be engaged to advise the
seller of a company, business or assets that would qualify as an acquisition opportunity for us. In such cases, we may be precluded
from participating in the sale process or from purchasing the company, business or assets. If, however, we are permitted to pursue
the opportunity, the interests of Macquarie or its affiliates, or their obligations to the seller, may diverge from our interests.
Our
sponsor, officers and directors have agreed, pursuant to a written letter agreement, not to participate in the formation of, or
become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our
initial business combination or we have failed to complete our initial business combination within 24 months after the closing
date of this offering. Neither Macquarie nor any of its affiliates (other than the sponsor) has entered into such an agreement,
and, accordingly, are not precluded from participating in any other blank check company or from underwriting an offering by any
other blank check company.
Prior
to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities
under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange
Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior
or subsequent to the consummation of our initial business combination.
Sourcing
of Potential Business Combination Targets
We
believe our management team’s and Macquarie Capital’s significant operating and transaction experience and relationships
with companies will provide us with a substantial number of potential initial business combination opportunities. Over the course
of their careers, the members of our management team have developed a broad network of contacts and corporate relationships. This
network has grown through the activities of our management team sourcing, acquiring, financing and exiting investments and properties,
our management team’s relationships with sellers, financing sources and target management teams and the experience of our
management team in executing transactions under varying economic and financial market conditions.
This
network provides our management team with a robust and consistent flow of acquisition opportunities which were proprietary or
where a limited group of investors were invited to participate in the sale process. In addition, we anticipate that target business
candidates will be brought to our attention from various unaffiliated sources, including investment market participants, private
equity funds and large business enterprises seeking to divest non-core assets or divisions.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with Macquarie, our sponsor,
officers or directors or making the acquisition through a joint venture or other form of shared ownership with our sponsor, officers
or directors. In the event we seek to complete an initial business combination with a target that is affiliated with our sponsor,
officers or directors, we, or a committee of independent and disinterested directors, would obtain an opinion from an independent
investment banking firm that is a member of FINRA or from an independent accounting firm, that such an initial business combination
is fair to our company from a financial point of view. We are not required to obtain such an opinion in any other context, other
than as provided below in “— Selection of a target business and structuring of our initial business combination.”
As
more fully discussed in “Management—Conflicts of Interest,” if any of our officers or directors becomes aware
of a business combination opportunity that falls within the line of business of any entity to which he or she has pre-existing
fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity
prior to presenting such business combination opportunity to us. Our officers and directors currently and in the future may have
fiduciary duties or contractual obligations to various entities that may present a conflict of interest. As a result of these
duties and obligations, situations may arise in which business opportunities may be given to one or more of these other entities
prior to being presented to us.
Status
as a Public Company
We
believe our status as a public company will make us an attractive business combination partner to target businesses. As an existing
public company, we will be able to offer a target business an alternative to the traditional initial public offering through a
merger or other business combination. In this situation, the owners of the target business would exchange their shares of stock
in the target business for shares of our stock or for a combination of shares of our stock and cash, allowing us to tailor the
consideration to the specific needs of the sellers. Although there are various costs and obligations associated with being a public
company, we believe target businesses will find this method a more certain and cost effective process to becoming a public company
than the typical initial public offering. In a typical initial public offering, there are additional expenses incurred in marketing,
road show and public reporting efforts that may not be present to the same extent in connection with a business combination with
us.
Furthermore,
once a proposed initial business combination is completed, the target business will have effectively become public, whereas an
initial public offering is always subject to the underwriters’ ability to complete the offering, as well as general market
conditions, which could delay the offering or prevent the offering from occurring. Once public, we believe the target business
would then have greater access to capital and an additional means of providing management incentives consistent with stockholders’
interests. It can offer further benefits by augmenting a company’s profile among potential new customers and vendors and
aid in attracting talented employees.
We
are an “emerging growth company,” as defined in the JOBS Act. We will remain an emerging growth company until the
earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) in
which we have total annual gross revenue of at least $1.07 billion, or (c) in which we are deemed to be a large accelerated filer,
which means the market value of our Class A common stock that is held by non-affiliates exceeds $700 million as of the prior December
31st; and (ii) the date on which we have issued more than $1.0 billion in non-convertible debt securities during the prior three-year
period.
Financial
Position
With funds available for a business
combination initially in the amount of $193,000,000 assuming no redemptions and after payment of $7,000,000 of deferred underwriting
fees (or $221,950,000 assuming no redemptions after payment of $8,050,000 of deferred underwriting fees if the underwriters’
option to purchase additional units is exercised in full), we believe we have the ability to offer a target business a variety
of options such as creating a liquidity event for its owners, providing capital for the potential growth and expansion of its
operations or strengthening its balance sheet by reducing its debt ratio. Because we will be able to complete our initial business
combination using our cash, debt or equity securities, or a combination of the foregoing, we will have the flexibility to use
an efficient combination that will allow us to tailor the consideration to be paid to the target business to fit its needs and
desires. However, we have not taken any steps to secure third party financing and there can be no assurance it will be available
to us.
Effecting
our Initial Business Combination
We
are not presently engaged in, and we will not engage in, any operations for an indefinite period of time following this offering.
We intend to effectuate our initial business combination using cash from the proceeds of this offering and the private placement
of the private placement securities, our capital stock, debt or a combination of these as the consideration to be paid in our
initial business combination. We may seek to complete our initial business combination with a company or business that may be
financially unstable or in its early stages of development or growth, which would subject us to numerous risks inherent in such
companies and businesses.
If
our initial business combination is paid for using equity or debt securities or not all of the funds released from the trust account
are used for payment of the consideration in connection with our initial business combination or used for redemptions of purchases
of our Class A common stock, we may apply the balance of the cash released to us from the trust account for general corporate
purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest
due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working
capital.
We
have not selected any business combination target and we have not, nor has anyone on our behalf, initiated any substantive discussions
with any business combination target with respect to an initial business combination with us. Additionally, we have not engaged
or retained any agent or other representative to identify or locate any suitable initial business combination candidate, to conduct
any research or take any measures, directly or indirectly, to locate or contact a target business, other than our officers and
directors. Accordingly, there is no current basis for investors in this offering to evaluate the possible merits or risks of the
target business with which we may ultimately complete our initial business combination. Although our management will assess the
risks inherent in a particular target business with which we may combine, we cannot assure you that this assessment will result
in our identifying all risks that a target business may encounter. Furthermore, some of those risks may be outside of our control,
meaning that we can do nothing to control or reduce the chances that those risks will adversely affect a target business.
We
may seek to raise additional funds through a private offering of debt or equity securities in connection with the completion of
our initial business combination, and we may effectuate our initial business combination using the proceeds of such offering rather
than using the amounts held in the trust account.
In
the case of an initial business combination funded with assets other than the trust account assets, our tender offer documents
or proxy materials disclosing the business combination would disclose the terms of the financing and, only if required by law,
we would seek stockholder approval of such financing. There are no prohibitions on our ability to raise funds privately or through
loans in connection with our initial business combination. At this time, we are not a party to any arrangement or understanding
with any third party with respect to raising any additional funds through the sale of securities or otherwise.
Selection
of a target business and structuring of our initial business combination
Nasdaq
rules
require that our initial business combination must be with one or more target businesses that together have an aggregate fair
market value equal to at least 80% of the balance in the trust account (less the deferred underwriting commissions, and taxes
payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination.
The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally
accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is
not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from
an independent investment banking firm that is a member of FINRA or from an independent accounting firm with respect to the satisfaction
of such criteria. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and
selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination
with another blank check company or a similar company with nominal operations.
In
any case, we will only complete an initial business combination in which the post transaction company in which our public stockholders
own shares will own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling
interest in the target sufficient for the post transaction company not to be required to register as an investment company under
the Investment Company Act. Even if the post transaction company owns or acquires 50% or more of the voting securities of the
target, our stockholders prior to our initial business combination may collectively own a minority interest in the post transaction
company, depending on valuations ascribed to the target and us in our initial business combination. For example, we could pursue
a transaction in which we issue a substantial number of new shares in exchange for all of the outstanding capital stock of a target.
In this case, we would acquire a 100% controlling interest in the target. However, as a result of the issuance of a substantial
number of new shares, our stockholders immediately prior to our initial business combination could own less than a majority of
our outstanding shares subsequent to our initial business combination. If we own or acquire less than 100% of the equity interests
or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction
company is what will be valued for purposes of the 80% of net assets test. If our initial business combination involves more than
one target business, the 80% of net assets test will be based on the aggregate value of all of the transactions. There is no basis
for investors in this offering to evaluate the possible merits or risks of any target business with which we may ultimately complete
our initial business combination.
To
the extent we effect our initial business combination with a company or business that may be financially unstable or in its early
stages of development or growth, we may be affected by numerous risks inherent in such company or business. Although our management
will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain
or assess all significant risk factors.
In
evaluating a prospective target business, we expect to conduct a thorough due diligence review which will encompass, among other
things, meetings with incumbent management and employees, document reviews, inspection of facilities, as well as a review of financial,
operational, legal and other information which will be made available to us.
The
time required to select and evaluate a target business and to structure and complete our initial business combination, and the
costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect
to the identification and evaluation of a prospective target business with which our initial business combination is not ultimately
completed will result in our incurring losses and will reduce the funds we can use to complete another business combination.
We have granted Macquarie Capital (USA)
Inc., an affiliate of our sponsor (and an underwriter of this offering), a right of first refusal for a period of 36 months from
the date of the commencement of sales of the public offering to act as one of potentially several banks which provide to us certain
financial advisory, underwriting, capital raising, and other services for which it may receive a portion of the overall fees.
See the section of this prospectus entitled “Certain Relationships and Related Party Transactions.”
Lack
of business diversification
For
an indefinite period of time after the completion of our initial business combination, the prospects for our success may depend
entirely on the future performance of a single business.
Unlike
other entities that have the resources to complete business combinations with multiple entities in one or several industries,
it is probable that we will not have the resources to diversify our operations and mitigate the risks of being in a single line
of business. By completing our initial business combination with only a single entity, our lack of diversification may:
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subject
us to numerous, and possibly negative, economic, competitive and regulatory developments,
any or all of which may have a substantial adverse impact on the particular industry
in which we operate after our initial business combination;
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prevent
us from benefitting from the possible spreading of risks or off-setting of losses; and
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cause
us to depend on the marketing and sale of a single product or limited number of products
or services.
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Limited
ability to evaluate the target’s management team; existing and future management
Although
we intend to closely scrutinize the management of a prospective target business when evaluating the desirability of effecting
our initial business combination with that business, our assessment of the target business’s management may not prove to
be correct. In addition, the future management may not have the necessary knowledge, skills, qualifications or abilities to manage
a public company. Furthermore, the future role of members of our management team, if any, in the target business cannot presently
be stated with any certainty. While it is possible that one or more of our officers or directors will remain associated in some
capacity with us following our initial business combination, it is highly unlikely that any of our officers will devote their
full efforts to our affairs subsequent to our initial business combination. Moreover, we cannot assure you that members of our
management team will have significant experience or knowledge relating to the operations of the particular target business.
We
cannot assure you that any of our key personnel will remain in senior management or advisory positions with the combined company.
The determination as to whether any of our key personnel will remain with the combined company will be made at the time of our
initial business combination.
Following
our initial business combination, we may seek to recruit additional managers to supplement the incumbent management of the target
business. We cannot assure you that we will have the ability to recruit additional managers, or that additional managers will
have the requisite knowledge, skills, knowledge or experience necessary to enhance the incumbent management.
Stockholders
may not have the ability to approve our initial business combination
We
may conduct redemptions without a stockholder vote pursuant to the tender offer rules of the SEC. However, we will seek stockholder
approval if it is required by law or applicable stock exchange rule, or we may decide to seek stockholder approval for business
or other legal reasons. Presented in the table below is a graphic explanation of the types of initial business combinations we
may consider and whether stockholder approval is currently required under Delaware law for each such transaction.
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Type
of Transaction
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Whether
Stockholder
Approval
is Required
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Purchase
of assets
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No
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Purchase
of stock of target not involving a merger with the company
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No
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Merger
of target into a subsidiary of the company
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No
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Merger
of the company with a target
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Yes
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Under
Nasdaq’s listing rules, stockholder approval would be required for our initial business combination if, for example:
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we
would issue common stock that will be equal to or in excess of 20% of the number of shares
of common stock then outstanding (other than in a public offering);
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any
of our directors, officers or substantial stockholders (as defined by Nasdaq rules) has
a 5% or greater interest (or such persons collectively have a 10% or greater interest),
directly or indirectly, in the target business or assets to be acquired or otherwise
and the present or potential issuance of common stock could result in an increase in
outstanding common stock or voting power of 5% or more; or
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the
issuance or potential issuance of common stock will result in our undergoing a change
of control.
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The
decision as to whether we will seek stockholder approval of a proposed business combination in those instances in which stockholder
approval is not required by law will be made by us, solely in our discretion, and will be based on business and legal reasons,
which include a variety of factors, including, but not limited to:
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the
timing of the transaction, including in the event we determine stockholder approval would
require additional time and there is either not enough time to seek stockholder approval
or doing so would place the company at a disadvantage in the transaction or result in
other additional burdens on the company;
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the
expected cost of holding a stockholder vote;
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the
risk that the stockholders would fail to approve the proposed business combination;
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other
time and budget constraints of the company; and
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additional
legal complexities of a proposed business combination that would be time-consuming and
burdensome to present to stockholders.
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Permitted
purchases of our securities
In
the event we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with
our initial business combination pursuant to the tender offer rules, our sponsor, initial stockholders, directors, executive officers,
advisors or any of their affiliates may purchase public shares in privately negotiated transactions or in the open market prior
to the completion of our initial business combination. In the event our sponsor, initial stockholders, directors, executive officers,
advisors or any of their affiliates determine to make any such purchases at the time of a stockholder vote relating to our initial
business combination, such purchases could have the effect of influencing the vote necessary to approve such transaction. However,
they have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions
for any such transactions. None of the funds in the trust account will be used to purchase public shares or public warrants in
such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any
material non-public information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange
Act. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our
shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. Subsequent to the
consummation of this offering, we will adopt an insider trading policy which will require insiders to: (i) refrain from purchasing
securities during certain blackout periods and when they are in possession of any material non-public information; and (ii) to
clear all trades with our legal counsel prior to execution. We cannot currently determine whether our insiders will make such
purchases pursuant to a Rule 10b5-1 plan, as it may be dependent upon several factors, including but not limited to, the timing
and size of such purchases. Depending on such circumstances, our insiders may either make such purchases pursuant to a Rule 10b5-1
plan or determine that such a plan is not necessary.
In
the event that our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates purchase
public shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption
rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. We do not currently
anticipate that such purchases, if any, would constitute a tender offer subject to the tender offer rules under the Exchange Act
or a going-private transaction subject to the going-private rules under the Exchange Act; however, if the purchasers determine
at the time of any such purchases that the purchases are subject to such rules, the purchasers will comply with such rules.
The
purpose of such purchases may be to: (i) vote such public shares in favor of the business combination and thereby increase the
likelihood of obtaining stockholder approval of the initial business combination; (ii) satisfy a closing condition in an agreement
with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our initial business
combination, where it appears that such requirement would otherwise not be met; or (iii) reduce the number of public warrants
outstanding or to vote such warrants on any matters submitted to the warrant holders for approval in connection with our initial
business combination. This may result in the completion of our initial business combination that may not otherwise have been possible.
In
addition, if such purchases are made, the public “float” of our securities may be reduced and the number of beneficial
holders of our securities may be reduced, which may make it more difficult to maintain or obtain the quotation, listing or trading
of our securities on a national securities exchange.
Our
sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates anticipate that they may identify
the stockholders with whom our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates
may pursue privately negotiated purchases by either the stockholders contacting us directly or by our receipt of redemption requests
submitted by stockholders following our furnishing of proxy materials in connection with our initial business combination. To
the extent that our sponsor, initial stockholders, directors, executive officers, advisors or any of their affiliates enter into
a private purchase, they would identify and contact only potential selling stockholders who have expressed their election to redeem
their shares for a pro rata share of the trust account or vote against our proposed initial business combination. Our initial
stockholders, sponsor, executive officers, directors, advisors or any of their affiliates will only purchase shares if such purchases
comply with Regulation M under the Exchange Act and the other federal securities laws.
Any
purchases by our sponsor or its affiliates who are affiliated purchasers under Rule 10b-18 under the Exchange Act will only be
made to the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for
manipulation under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. Rule 10b-18 has certain technical requirements that must
be complied with in order for the safe harbor to be available to the purchaser. Our sponsor, initial stockholders, directors,
executive officers, advisors or any of their affiliates will not make purchases of common stock if the purchases would violate
Section 9(a)(2) or Rule 10b-5 of the Exchange Act.
Redemption
rights for public stockholders upon completion of our initial business combination
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon
the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account calculated as of two business days prior to the consummation of our initial business combination,
including interest earned on the trust account deposits (which interest shall be net of taxes payable and any amounts released
to us to fund working capital requirements), divided by the number of then-outstanding public shares, subject to the limitations
described herein. The amount in the trust account is initially anticipated to be $10.00 per public share. The per share amount
we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions
we will pay to the underwriters. Our initial stockholders have entered into a letter agreement with us pursuant to which they
have agreed to waive their redemption rights with respect to their founder shares, private placement shares and any public shares
they may acquire during or after this offering in connection with the completion of our initial business combination. Our other
directors and officers have entered into letter agreements similar to the one entered into by our initial stockholders with respect
to public shares acquired by them in or after this offering.
Manner
of conducting redemptions
We
will provide our public stockholders with the opportunity to redeem all or a portion of their shares of Class A common stock upon
the completion of our initial business combination either: (i) in connection with a stockholder meeting called to approve the
business combination; or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed
initial business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety
of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder
approval under applicable law or stock exchange listing requirement. Asset acquisitions and share purchases would not typically
require stockholder approval while direct mergers with our company where we do not survive and any transactions where we issue
more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would typically
require stockholder approval. We currently intend to conduct redemptions in connection with a stockholder vote unless stockholder
approval is not required by applicable law or stock exchange listing requirement and we choose to conduct redemptions pursuant
to the tender offer rules of the SEC for business or other legal reasons.
If
we hold a stockholder vote to approve our initial business combination, we will, pursuant to our amended and restated certificate
of incorporation:
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conduct
the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the
tender offer rules; and
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file
proxy materials with the SEC.
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In
the event that we seek stockholder approval of our initial business combination, we will distribute proxy materials and, in connection
therewith, provide our public stockholders with the redemption rights described above upon completion of the initial business
combination.
If
we seek stockholder approval of our initial business combination, we will complete our initial business combination only if a
majority of the outstanding shares of common stock voted are voted in favor of the business combination. A quorum for such meeting
will consist of the holders present in person or by proxy of shares of capital stock representing a majority of all of our issued
and outstanding shares of capital stock entitled to vote at such meeting. Shares held by our initial stockholders, directors and
officers will count towards this quorum. Our initial stockholders have agreed (and their permitted transferees will agree) to
vote all of their founder shares, private placement shares and any public shares purchased during or after this offering in favor
of our initial business combination. Our other directors and officers also have agreed to vote in favor of our initial business
combination with respect to public shares acquired by them in or after this offering. These voting thresholds, and the voting
agreements of our initial stockholders, may make it more likely that we will consummate our initial business combination. Each
public stockholder may elect to redeem their public shares irrespective of whether they vote for or against a proposed initial
business combination or vote at all. In addition, our initial stockholders have entered into a letter agreement with us pursuant
to which they have agreed to waive their redemption rights with respect to their founder shares, private placement shares and
any public shares they may acquire during or after this offering in connection with the completion of a business combination.
Our other directors and officers have entered into letter agreements similar to the one entered into by our initial stockholders
with respect to any public shares acquired by them in or after this offering.
Our
amended and restated certificate of incorporation provides that in no event will we redeem our public shares in an amount that
would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock”
rules). Redemptions of our public shares may also be subject to a higher net tangible asset test or cash requirement pursuant
to an agreement relating to our initial business combination. For example, the proposed business combination may require: (i)
cash consideration to be paid to the target or its owners; (ii) cash to be transferred to the target for working capital or other
general corporate purposes; or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed
business combination. In the event the aggregate cash consideration we would be required to pay for all shares of Class A common
stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the
proposed business combination exceed the aggregate amount of cash available to us, we would not be able to complete the business
combination or redeem any such shares, and all shares of Class A common stock submitted for redemption would be returned to the
holders thereof.
If
we conduct redemptions pursuant to the tender offer rules of the SEC, we will, pursuant to our amended and restated certificate
of incorporation:
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conduct
the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, which
regulate issuer tender offers; and
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file
tender offer documents with the SEC prior to completing our initial business combination
which contain substantially the same financial and other information about our initial
business combination and the redemption rights as is required under Regulation 14A of
the Exchange Act, which regulates the solicitation of proxies.
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Upon
the public announcement of our initial business combination, if we elect to conduct a redemption pursuant to the tender offer
rules, we and our sponsor will terminate any plan established in accordance with Rule 10b5-1 under the Exchange Act to purchase
shares of our Class A common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.
In
the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business
days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination
until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not
tendering more than the number of public shares we are permitted to redeem, which number will be based on the requirement that
we may not redeem public shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are
not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may
be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we
have offered to purchase, we will withdraw the tender offer and not complete such initial business combination.
Limitation
on redemption upon completion of our initial business combination if we seek stockholder approval
Notwithstanding
the foregoing redemption rights, our amended and restated certificate of incorporation provides that if we seek stockholder approval
of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant
to the tender offer rules, a public stockholder, together with any affiliate of such stockholder or any other person with whom
such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted
from redeeming its Excess Shares. We believe the restriction will discourage stockholders from accumulating large blocks of shares,
and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us, our sponsor or its
affiliates or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable
terms. Absent this provision, a public stockholder holding more than an aggregate of 15% of the shares to be sold in this offering
could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased
by us, our sponsor or our management team at a premium to the then-current market price or on other undesirable terms. By limiting
our stockholders’ ability to redeem no more than 15% of the shares to be sold in this offering, we believe we will limit
the ability of a small group of such stockholders to unreasonably attempt to block our ability to complete our initial business
combination, particularly in connection with an initial business combination with a target that requires as a closing condition
that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination.
Tendering
share certificates in connection with a tender offer or redemption rights
We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent prior to the date to be set forth
in the tender offer documents or proxy materials we will furnish to such holders, or up to two business days prior to the vote
on the proposal to approve the business combination in the event we distribute proxy materials or to deliver their shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, at the
holder’s option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares
in connection with our initial business combination will indicate whether we are requiring public stockholders to satisfy such
delivery requirements. Accordingly, a public stockholder would have from the time we furnish our tender offer materials until
the close of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights. Pursuant to the tender offer rules,
the tender offer period will be not less than 20 business days. Given the relatively short exercise period, it is advisable for
stockholders to use electronic delivery of their public shares.
There
is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering
them through the DWAC System. The transfer agent will typically charge the tendering broker $80.00 and it would be up to the broker
whether or not to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether or not
we require holders seeking to exercise redemption rights to tender their shares. The need to deliver shares is a requirement of
exercising redemption rights regardless of the timing of when such delivery must be effectuated.
The
foregoing is different from the procedures used by many blank check companies. In order to perfect redemption rights in connection
with their business combinations, many blank check companies would distribute proxy materials for the stockholders’ vote
on an initial business combination, and a holder could simply vote against a proposed business combination and check a box on
the proxy card indicating such holder was seeking to exercise his or her redemption rights. After the business combination was
approved, the company would contact such stockholder to arrange for him or her to deliver his or her certificate to verify ownership.
As a result, the stockholder then had an “option window” after the completion of the business combination during which
he or she could monitor the price of the company’s shares in the market. If the price rose above the redemption price, he
or she could sell his or her shares in the open market before actually delivering his or her shares to the company for cancellation.
As a result, the redemption rights, to which stockholders were aware they needed to commit before the stockholder meeting, would
become “option” rights surviving past the completion of the business combination until the redeeming holder delivered
its certificate. The requirement for physical or electronic delivery prior to the meeting ensures that a redeeming holder’s
election to redeem is irrevocable once the business combination is approved.
Any
request to redeem such shares, once made, may be withdrawn at any time up to the date to be set forth in the tender offer materials
or the date of the stockholder meeting set forth in our proxy materials, as applicable. Furthermore, if a holder of a public share
delivered its certificate in connection with an election of redemption rights and subsequently decides prior to the applicable
date not to elect to exercise such rights, such holder may simply request that the transfer agent return the certificate (physically
or electronically). It is anticipated that the funds to be distributed to holders of our public shares electing to redeem their
shares will be distributed promptly after the completion of our initial business combination.
If
our initial business combination is not approved or completed for any reason, then our public stockholders who elected to exercise
their redemption rights would not be entitled to redeem their shares for the applicable pro rata share of the trust account. In
such case, we would promptly return any certificates delivered by public holders who elected to redeem their shares.
If
any proposed initial business combination is not completed, we may continue to try to complete an initial business combination
with a different target until 24 months from the closing date of this offering.
Redemption
of public shares and liquidation if no initial business combination
Our
sponsor, executive officers and directors have agreed that we will have 24 months from the closing date of this offering to complete
our initial business combination. If we are unable to complete our business combination within such 24-month period, we will:
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and
any amounts released to us to fund working capital requirements, and less up to $100,000 to pay dissolution expenses), divided
by the number of then-outstanding public shares, which redemption will completely extinguish our public stockholders’ rights
as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors
and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to
our warrants, which will expire worthless if we fail to complete our initial business combination within the 24-month time period.
Our
initial stockholders have entered into a letter agreement with us pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares and private placement shares if we fail to complete
our initial business combination within 24 months from the closing date of this offering. However, if our initial stockholders
or management team acquire public shares after this offering, they will be entitled to liquidating distributions from the trust
account with respect to such public shares if we fail to complete our initial business combination within the allotted 24-month
time period.
The
underwriters have agreed to waive their rights to their deferred underwriting commissions to be held in the trust account in the
event we do not complete our initial business combination within 24 months from the closing date of this offering and, in such
event, such amounts will be included with the funds held in the trust account that will be available to fund the redemption of
our shares of Class A common stock.
Our
initial stockholders, executive officers and directors have agreed, pursuant to a written agreement with us, (i) that they will
not propose any amendment to our amended and restated certificate of incorporation that would affect the substance or timing of
our obligation to redeem 100% of our public shares if we do not complete our initial business combination within 24 months from
the closing date of this offering, unless we provide our public stockholders with the opportunity to redeem their shares of Class
A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable),
divided by the number of then-outstanding public shares, and (ii) to waive their redemption rights with respect to their founder
shares, private placement shares and any public shares they may acquire during or after this offering in connection with any such
stockholder vote. However, we may not redeem our public shares in an amount that would cause our net tangible assets to be less
than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules). Prior to acquiring any securities
from our initial stockholders, directors or officers, permitted transferees must enter into a written agreement with us agreeing
to be bound by the same restrictions.
We
expect that all costs and expenses associated with implementing our plan of dissolution, as well as payments to any creditors,
will be funded from amounts remaining out of the $1,000,000 of proceeds held outside the trust account, although we cannot assure
you that there will be sufficient funds for such purpose. However, if those funds are not sufficient to cover the costs and expenses
associated with implementing our plan of dissolution, to the extent that there is any interest accrued in the trust account not
required to pay taxes, we may request the trustee to release to us an additional amount of up to $100,000 of such accrued interest
to pay those costs and expenses.
If
we were to expend all of the net proceeds of this offering, other than the proceeds deposited in the trust account, and without
taking into account interest, if any, earned on the trust account, the per share redemption amount received by stockholders upon
our dissolution would be approximately $10.00. The proceeds deposited in the trust account could, however, become subject to the
claims of our creditors which would have higher priority than the claims of our public stockholders. We cannot assure you that
the actual per share redemption amount received by stockholders will not be substantially less than $10.00. Under Section 281(b)
of the DGCL, our plan of dissolution must provide for all claims against us to be paid in full or make provision for payments
to be made in full, as applicable, if there are sufficient assets. These claims must be paid or provided for before we make any
distribution of our remaining assets to our stockholders. See the section of this prospectus entitled “Risk Factors—If
third parties bring claims against us, the proceeds held in the trust account could be reduced and the per share redemption amount
received by stockholders may be less than $10.00 per share” and other risk factors described above. While we intend to pay
such amounts, if any, we cannot assure you that we will have funds sufficient to pay or provide for all creditors’ claims.
Although
we will seek to have all vendors, service providers (other than our independent registered accounting firm), prospective target
businesses or other entities with which we do business execute agreements with us waiving any right, title, interest or claim
of any kind in or to any monies held in the trust account for the benefit of our public stockholders, there is no guarantee that
they will execute such agreements or even if they execute such agreements that they would be prevented from bringing claims against
the trust account including but not limited to fraudulent inducement, breach of fiduciary responsibility or other similar claims,
as well as claims challenging the enforceability of the waiver, in each case in order to gain an advantage with respect to a claim
against our assets, including the funds held in the trust account. If any third party refuses to execute an agreement waiving
such claims to the monies held in the trust account, our executive officers will perform an analysis of the alternatives available
to it and will only enter into an agreement with a third party that has not executed a waiver if our executive officers believe
that such third party’s engagement would be significantly more beneficial to us than any alternative. Marcum LLP, our independent
registered public accounting firm, and the underwriters of this offering will not execute agreements with us waiving such claims
to the monies held in the trust account. Examples of possible instances where we may engage a third party that refuses to execute
a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by our executive
officers to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where executive
officers are unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities
will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements
with us and will not seek recourse against the trust account for any reason. Upon redemption of our public shares, if we are unable
to complete our initial business combination within the prescribed time frame, or upon the exercise of a redemption right in connection
with our initial business combination, we will be required to provide for payment of claims of creditors that were not waived
that may be brought against us within the 10 years following redemption. In order to protect the amounts held in the trust account,
our sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed
entering into a transaction agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per public share;
or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account,
due to reductions in value of the trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes
or fund working capital expenses, except as to any claims by a third party who executed a waiver of any and all rights to seek
access to the trust account and except as to any claims under our indemnity of the underwriters of this offering against certain
liabilities, including liabilities under the Securities Act. In the event that an executed waiver is deemed to be unenforceable
against a third party, then our sponsor will not be responsible to the extent of any liability for such third-party claims. We
cannot assure you, however, that our sponsor would be able to satisfy those obligations. We have not asked our sponsor to reserve
for its indemnification obligations, we have not independently verified whether our sponsor has sufficient funds to satisfy such
obligations, and we believe that our sponsor’s only assets are securities of our company. None of our other officers will
indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.
In
the event that the proceeds in the trust account are reduced below: (i) $10.00 per public share; or (ii) such lesser amount per
public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the
trust assets, in each case net of the amount of interest which may be withdrawn to pay taxes, and our sponsor asserts that it
is unable to satisfy its indemnification obligations or that it has no indemnification obligations related to a particular claim,
our independent directors would determine whether to take legal action against our sponsor to enforce its indemnification obligations.
While we currently expect that our independent directors would take legal action on our behalf against our sponsor to enforce
its indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may
choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value
of the per share redemption price will not be substantially less than $10.00 per share. See the section of this prospectus entitled
“Risk Factors—If third parties bring claims against us, the proceeds held in the trust account could be reduced and
the per share redemption amount received by stockholders may be less than $10.00 per share” and other risk factors described
above.
We
will seek to reduce the possibility that our sponsor will have to indemnify the trust account due to claims of creditors by endeavoring
to have all vendors, service providers (other than our independent registered public accounting firm), prospective target businesses
or other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind
in or to monies held in the trust account. our sponsor will also not be liable as to any claims under our indemnity of the underwriters
of this offering against certain liabilities, including liabilities under the Securities Act. We will have access to up to $1,000,000
from the proceeds of this offering with which to pay any such potential claims (including costs and expenses incurred in connection
with our liquidation, currently estimated to be no more than approximately $100,000). In the event that we liquidate and it is
subsequently determined that the reserve for claims and liabilities is insufficient, stockholders who received funds from our
trust account could be liable for claims made by creditors. In the event that our offering expenses exceed our estimate of $1,000,000,
we may fund such excess with funds from the funds not to be held in the trust account. In such case, the amount of funds we intend
to hold outside the trust account for working capital would decrease by a corresponding amount. Conversely, in the event that
the offering expenses are less than our estimate of $1,000,000, the amount of funds we intend to hold outside the trust account
for working capital would increase by a corresponding amount.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. The pro rata portion of our trust account distributed to our public stockholders upon the redemption
of our public shares in the event we do not complete our business combination within 24 months from the closing date of this offering
may be considered a liquidation distribution under Delaware law. If the corporation complies with certain procedures set forth
in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day
notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation
may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions are made to stockholders,
any liability of stockholders with respect to a liquidating distribution is limited to the lesser of such stockholder’s
pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred
after the third anniversary of the dissolution. However, it is our intention to redeem our public shares as soon as reasonably
possible following our 24th month from the closing date of this offering in the event that we do not complete our business combination
and, therefore, we do not intend to comply with those procedures. As such, our stockholders could potentially be liable for any
claims to the extent of distributions received by them (but no more) and any liability of our stockholders may extend well beyond
the third anniversary of such date.
Because
we do not intend to comply with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts
known to us at such time that will provide for our payment of all existing and pending claims or claims that may be potentially
brought against us within the subsequent 10 years. However, because we are a blank check company, rather than an operating company,
and our operations will be limited to searching for prospective target businesses to acquire, the only likely claims to arise
would be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. As described above, pursuant
to the obligation contained in our underwriting agreement, we will seek to have all vendors, service providers (other than our
independent registered public accounting firm), prospective target businesses or other entities with which we do business execute
agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the trust account.
Furthermore,
if the pro rata portion of our trust account distributed to our public stockholders upon the redemption of our public shares in
the event we do not complete our business combination within 24 months from the closing date of this offering, is not considered
a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section
174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution,
instead of three years, as in the case of a liquidation distribution. If we are unable to complete our business combination within
24 months from the closing date of this offering, we will: (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income earned on the trust
account (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number
of then-outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law.
If
we file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, the proceeds held
in the trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to
the claims of third parties with priority over the claims of our stockholders. To the extent any bankruptcy claims deplete the
trust account, we cannot assure you we will be able to return $10.00 per share to our public stockholders. Additionally, if we
file a bankruptcy petition or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions
received by stockholders could be viewed under applicable debtor/creditor or bankruptcy laws as either a “preferential transfer”
or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover some or all amounts received by
our stockholders. Furthermore, our board may be viewed as having breached its fiduciary duty to our creditors or may have acted
in bad faith, and thereby exposing itself and our company to claims of punitive damages, by paying public stockholders from the
trust account prior to addressing the claims of creditors. We cannot assure you that claims will not be brought against us for
these reasons. See the section of this prospectus entitled “Risk Factors—If, after we distribute the proceeds in the
trust account to our public stockholders, we file a bankruptcy petition or an involuntary bankruptcy petition is filed against
us that is not dismissed, a bankruptcy court may seek to recover such proceeds, and the members of our board of directors may
be viewed as having breached their fiduciary duties to our creditors, thereby exposing the members of our board of directors and
us to claims of punitive damages.”
Our
public stockholders will be entitled to receive funds from the trust account only in the event of the redemption of our public
shares if we do not complete our initial business combination within 24 months from the closing date of this offering or if they
redeem their respective shares for cash upon the completion of the initial business combination. In no other circumstances will
a stockholder have any right or interest of any kind to or in the trust account. In the event we seek stockholder approval in
connection with our initial business combination, a stockholder’s voting in connection with our initial business combination
alone will not result in a stockholder’s redeeming its shares to us for an applicable pro rata share of the trust account.
Such stockholder must have also exercised its redemption rights described above.
Amended
and Restated Certificate of Incorporation
Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that
will apply to us until the consummation of our initial business combination. If we seek to amend any provisions of our amended
and restated certificate of incorporation relating to stockholders’ rights or pre-business combination activity, we will
provide dissenting public stockholders with the opportunity to redeem their public shares in connection with any such vote. Our
initial stockholders have entered into a letter agreement with us pursuant to which they have agreed to waive their redemption
rights with respect to their founder shares, private placement shares and any public shares they may acquire during or after this
offering in connection with the completion of our initial business combination. Our other directors and officers have entered
into letter agreements similar to the one entered into by our initial stockholders with respect to any public shares acquired
by them in or after this offering. Specifically, our amended and restated certificate of incorporation provides, among other things,
that:
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prior
to the consummation of our initial business combination, we shall either: (i) seek stockholder
approval of our initial business combination at a meeting called for such purpose at
which stockholders may seek to redeem their shares, regardless of whether they vote for
or against the proposed business combination, into their pro rata share of the aggregate
amount then on deposit in the trust account, including interest earned on the trust account
deposits (which interest shall be net of taxes payable); or (ii) provide our public stockholders
with the opportunity to tender their shares to us by means of a tender offer (and thereby
avoid the need for a stockholder vote) for an amount equal to their pro rata share of
the aggregate amount then on deposit in the trust account, including interest earned
on the trust account deposits (which interest shall be net of taxes payable and any amounts
released to us to fund working capital requirements), in each case subject to the limitations
described herein;
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we
will consummate our initial business combination only if we have net tangible assets
of at least $5,000,001 upon such consummation;
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if
our initial business combination is not consummated within 24 months from the closing
date of this offering, then our existence will terminate and we will distribute all amounts
in the trust account; and
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prior
to our initial business combination, we may not issue additional common stock that would
entitle the holders thereof to (i) receive funds from the trust account or (ii) vote
on any initial business combination.
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These
provisions cannot be amended without the approval of holders of 65% of our common stock. In the event we seek stockholder approval
in connection with our initial business combination, our amended and restated certificate of incorporation provides that we may
consummate our initial business combination only if approved by a majority of the outstanding shares of common stock voted by
our stockholders at a duly held stockholders meeting.
Comparison
of redemption or purchase prices in connection with our initial business combination and if we fail to complete our initial business
combination
The
following table compares the redemptions and other permitted purchases of public shares that may take place in connection with
the completion of our initial business combination and if we are unable to complete our initial business combination within 24
months from the closing date of this offering.
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Redemptions
in Connection with our Initial Business Combination
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Other
Permitted Purchases of Public Shares by our Affiliates
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Redemptions
if we Fail to Complete an Initial Business Combination
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Calculation
of redemption price
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Redemptions
at the time of our initial business combination may be made pursuant to a tender offer or in connection with a stockholder
vote. The redemption price will be the same whether we conduct redemptions pursuant to a tender offer or in connection with
a stockholder vote. In either case, our public stockholders may redeem their public shares for cash equal to the aggregate
amount then on deposit in the trust account calculated as of two business days prior to the consummation of the initial business
combination (which is initially anticipated to be $10.00 per share), including interest earned on the trust account deposits
(which interest shall be net of taxes payable), divided by the number of then-outstanding public shares, subject to the limitation
that no redemptions will take place if all of the redemptions would cause our net tangible assets to be less than $5,000,001
and any limitations (including but not limited to cash requirements) agreed to in connection with the negotiation of terms
of a proposed business combination.
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If
we seek stockholder approval of our initial business combination, our sponsor, initial stockholders, directors, executive
officers, advisors, or any of their affiliates may purchase public shares in privately negotiated transactions or in the open
market either prior to or following the completion of our initial business combination. Such purchases will only be made to
the extent such purchases are able to be made in compliance with Rule 10b-18, which is a safe harbor from liability for manipulation
under Section 9(a)(2) and Rule 10b-5 of the Exchange Act. None of the funds in the trust account will be used to purchase
public shares in such transactions.
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If
we are unable to complete our initial business combination within 24 months from the closing date of this offering, we will
redeem all public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the trust
account (which is initially anticipated to be $10.00 per share), including interest earned on the trust account deposits (less
up to $100,000 to pay dissolution expenses, which interest shall be net of taxes payable), divided by the number of then-outstanding
public shares.
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Redemptions
in Connection with our Initial Business Combination
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Other
Permitted Purchases of Public Shares by our Affiliates
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Redemptions
if we Fail to Complete an Initial Business Combination
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Impact
to remaining stockholders
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The
redemptions in connection with our initial business combination will reduce the book value per share for our remaining stockholders,
who will bear the burden of the deferred underwriting commissions and interest withdrawn in order to pay taxes and fund working
capital requirements (to the extent not paid from amounts accrued as interest on the funds held in the trust account).
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If
the permitted purchases described above are made, there will be no impact to our remaining stockholders because the purchase
price would not be paid by us.
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The
redemption of our public shares if we fail to complete our initial business combination will reduce the book value per share
for the founder shares held by our initial stockholders, who will be our only remaining stockholders after such redemptions.
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Comparison
of This Offering to Those of Blank Check Companies Subject to Rule 419
The following table compares the terms
of this offering to the terms of an offering by a blank check company subject to the provisions of Rule 419. This comparison assumes
that the gross proceeds, underwriting commissions and underwriting expenses of our offering would be identical to those of an
offering undertaken by a company subject to Rule 419, and that the underwriters will not exercise their option to purchase additional
units. None of the provisions of Rule 419 apply to our offering.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Escrow
of offering proceeds
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Nasdaq
rules provide that at least 90% of the gross proceeds from this offering and the sale
of the private placement securities be deposited in a trust account.
$200,000,000
of the net proceeds of this offering and the sale of the private placement securities will be deposited into a trust account
located in the United States with Continental Stock Transfer & Trust Company acting as trustee.
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$176,400,000
of the offering proceeds, representing the gross proceeds of this offering less allowable underwriting commissions, expenses
and company deductions under Rule 419, would be required to be deposited into either an escrow account with an insured depositary
institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons
having the beneficial interests in the account.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Investment
of net proceeds
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$200,000,000
of the net offering proceeds and the proceeds from the sale of the private placement securities held in trust will be invested
only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions
under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations.
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Proceeds
could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act
or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
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Receipt
of interest on escrowed funds
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Interest
on proceeds from the trust account to be paid to stockholders is reduced by: (i) any taxes paid or payable; and (ii) in the
event of our liquidation for failure to complete our initial business combination within the allotted time, up to $100,000
of net interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses
of our dissolution and liquidation.
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Interest
on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow
were released to us in connection with our completion of a business combination.
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Limitation
on fair value or net assets of target business
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Nasdaq
rules require that our initial business combination must be with one or more target businesses that together have an aggregate
fair market value equal to at least 80% of the balance in the trust account (less the deferred underwriting commissions and
taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business
combination.
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The
fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
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Trading
of securities issued
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We
have applied to list our units on Nasdaq. The Class A common stock and warrants constituting the units will begin separate
trading on the 52nd day following the date of this prospectus unless Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc. inform us of their decision to allow earlier separate trading,
subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when
such separate trading will begin. We will file the Current Report on Form 8-K promptly after the closing of this offering,
which is anticipated to take place three business days from the date of this prospectus. If the underwriters’ option
to purchase additional units is exercised following the initial filing of such Current Report on Form 8-K, a second or amended
Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the underwriters’
option to purchase additional units.
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No
trading of the units or the underlying Class A common stock and warrants would be permitted until the completion of a business
combination. During this period, the securities would be held in the escrow or trust account.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Exercise
of the warrants
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The
warrants cannot be exercised until the later of 30 days after the completion of our initial business combination and 12 months
from the closing date of this offering.
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The
warrants could be exercised prior to the completion of a business combination, but securities received and cash paid in connection
with the exercise would be deposited in the escrow or trust account.
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Election
to remain an investor
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We
will provide our public stockholders with the opportunity to redeem their shares of Class
A common stock for cash equal to their pro rata share of the aggregate amount then on
deposit in the trust account as of two business days prior to the consummation of our
initial business combination, including interest earned on the trust account deposits
(which interest shall be net of taxes payable) upon the completion of our initial business
combination, subject to the limitations described herein. We may not be required by law
or stock exchange rules to hold a stockholder vote. If we are not required by law or
stock exchange rules and do not otherwise decide to hold a stockholder vote, we will,
pursuant to our amended and restated certificate of incorporation, conduct the redemptions
pursuant to the tender offer rules of the SEC and file tender offer documents with the
SEC which will contain substantially the same financial and other information about our
initial business combination and the redemption rights as is required under the SEC’s
proxy rules. If, however, we hold a stockholder vote, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to
the proxy rules and not pursuant to the tender offer rules. Pursuant to the tender offer
rules, the tender offer period will be not less than 20 business days. If we seek stockholder
approval of our initial business combination, we will complete our initial business combination
only if a majority of the outstanding shares of common stock voted are voted in favor
of the business combination.
Additionally,
each public stockholder may elect to redeem their public shares irrespective of whether they vote for or against a proposed
initial business combination or vote at all.
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A
prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor.
Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business
days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration
statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its
investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends,
if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors
elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of
the securities are issued.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Business
combination deadline
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If
we are unable to complete an initial business combination within 24 months from the closing date of this offering, we will:
(i) cease all operations except for the purpose of winding up; (ii) as promptly as reasonably possible but not more than ten
business days thereafter, redeem the public shares, at a per share price, payable in cash, equal to the aggregate amount then
on deposit in the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes
payable and less up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding public shares, which
redemption will completely extinguish our public stockholders’ rights as stockholders (including the right to receive
further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate,
subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other
applicable law.
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If
an acquisition has not been completed within 18 months after the effective date of the company’s registration statement,
funds held in the trust or escrow account are returned to investors.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Release
of funds
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Except
with respect to interest earned on the funds held in the trust account that may be released to us to pay our taxes, if any,
the funds held in the trust account will not be released from the trust account until the earliest of: (i) the completion
of our initial business combination; (ii) the redemption of all of our public shares if we are unable to complete our initial
business combination within 24 months from the closing date of this offering, subject to applicable law; and (iii) the redemption
of our public shares properly submitted in connection with a stockholder vote to approve an amendment to our amended and restated
certificate of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares
if we have not consummated an initial business combination within 24 months from the closing date of this offering.
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The
proceeds held in the escrow account are not released until the earlier of the completion of a business combination or the
failure to effect a business combination within the allotted time.
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Limitation
on redemption rights of stockholders holding more than 15% of the shares sold in this offering if we hold a stockholder vote
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Our
amended and restated certificate of incorporation provides that if we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules,
a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting
in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking
redemption rights with respect to Excess Shares (more than an aggregate of 15% of the shares sold in this offering) without
our prior consent. Our public stockholders’ inability to redeem Excess Shares will reduce their influence over our ability
to complete our initial business combination and they could suffer a material loss on their investment in us if they sell
their Excess Shares in open market transactions.
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Most
blank check companies provide no restrictions on the ability of stockholders to redeem shares based on the number of shares
held by such stockholders in connection with an initial business combination.
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Terms
of Our Offering
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Terms
Under a Rule 419 Offering
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Tendering
share certificates in connection with a tender offer or redemption rights
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We
may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their
shares in “street name,” to either tender their certificates to our transfer agent prior to the date to be set
forth in the tender offer documents or proxy materials we will furnish to such holders or up to two business days prior to
the vote on the proposal to approve the business combination in the event we distribute proxy materials, or to deliver their
shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, at the holder’s
option. The tender offer or proxy materials, as applicable, that we will furnish to holders of our public shares in connection
with our initial business combination will indicate whether we are requiring public stockholders to satisfy such delivery
requirements. Accordingly, a public stockholder would have from the time we furnish our tender offer materials until the close
of the tender offer period, or up to two days prior to the vote on the business combination if we distribute proxy materials,
as applicable, to tender its shares if it wishes to seek to exercise its redemption rights.
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In
order to perfect redemption rights in connection with their business combinations, holders could vote against a proposed business
combination and check a box on the proxy card indicating such holders were seeking to exercise their redemption rights. After
the business combination was approved, the company would contact such stockholders to arrange for them to deliver their certificate
to verify ownership.
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Competition
In
identifying, evaluating and selecting a target business for our initial business combination, we may encounter intense competition
from other entities having a business objective similar to ours, including other blank check companies, private equity groups
and leveraged buyout funds, public companies and operating businesses seeking strategic acquisitions. Many of these entities are
well established and have extensive experience identifying and effecting business combinations directly or through affiliates.
Moreover, many of these competitors possess greater financial, technical, human and other resources than us. Our ability to acquire
larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage
in pursuing the acquisition of a target business. Furthermore, our obligation to pay cash in connection with our public stockholders
who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding
warrants, and the future dilution they potentially represent, may not be viewed favorably by certain target businesses. Either
of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.
Conflicts
of Interest
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to one or more other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor
his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject
to their fiduciary duties under law, and only present the opportunity to us if such other entity rejects the opportunity. We do
not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect
our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that
we renounce our interest in any corporate opportunity offered to any of our officers and directors unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is
one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Macquarie
and its affiliates engage in a broad spectrum of activities including principal investing, specialized investment vehicle management,
asset management, financial advisory, securities underwriting, sales and trading, investment research, lending and other activities.
In the ordinary course of business, they engage in activities where their interests or the interests of their clients may conflict
with our interests. Accordingly, there may be situations in which Macquarie or an affiliate has an obligation or an interest that
actually or potentially conflicts with our interests. You should assume that these conflicts will not be resolved in our favor
and, as a result, we may be denied certain acquisition opportunities or otherwise disadvantaged in certain situations by our relationship
with Macquarie.
Macquarie,
its affiliates and their clients make investments in a variety of different businesses and may directly compete with us for acquisition
opportunities provided or created by Macquarie or its affiliates that meet our initial business combination objectives. Neither
Macquarie nor any of its affiliates has an obligation to offer potential acquisition opportunities to us and may allocate them
at its discretion to us or other parties. We will not have any priority in respect of acquisition opportunities provided or created
by Macquarie or its affiliates. You should assume that Macquarie and its affiliates and clients will have priority over us in
terms of access to acquisition opportunities and, as a result, we may be denied certain acquisition opportunities or otherwise
disadvantaged in certain situations by our relationship with Macquarie.
Clients
of Macquarie and its affiliates may also compete with us for investment opportunities meeting our initial business combination
objectives. If Macquarie or any of its affiliates is engaged to act for any such clients, we may be precluded from pursuing opportunities
that would conflict with Macquarie’s or its affiliate’s obligations to such client. In addition, investment ideas
generated within Macquarie or its affiliates may be suitable for our company or a client of Macquarie or its affiliates, and may
be directed to any of such persons or entities rather than to us. Macquarie or its affiliates may also be engaged to advise the
seller of a company, business or assets that would qualify as an acquisition opportunity for us. In such cases, we may be precluded
from participating in the sale process or from purchasing the company, business or assets. If, however, we are permitted to pursue
the opportunity, the interests of Macquarie or its affiliates, or their obligations to the seller, may diverge from our interests.
Our
sponsor, officers and directors have agreed, pursuant to a written letter agreement, not to participate in the formation of, or
become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our
initial business combination or we have failed to complete our initial business combination within 24 months after the closing
date of this offering. Neither Macquarie nor any of its affiliates (other than the sponsor) has entered into such an agreement
and, accordingly, are not precluded from participating in any other blank check company or from underwriting an offering by any
other blank check company.
Indemnity
Our
sponsor has agreed that it will be liable to us if and to the extent any claims by a vendor (other than our independent registered
public accounting firm) for services rendered or products sold to us, or a prospective target business with which we have discussed
entering into a transaction agreement, reduce the amount of funds in the trust account to below: (i) $10.00 per public share;
or (ii) such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due
to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes, except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account and except as
to any claims under our indemnity of the underwriters of this offering against certain liabilities, including liabilities under
the Securities Act. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, our sponsor
will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether
our sponsor has sufficient funds to satisfy its indemnity obligations and believe that our sponsor’s only assets are securities
of our company and, therefore, our sponsor may not be able to satisfy those obligations. We have not asked our sponsor to reserve
for its indemnification obligations. Therefore, we cannot assure you that our sponsor would be able to satisfy those obligations.
We believe the likelihood of our sponsor having to indemnify the trust account is limited because we will endeavor to have all
vendors and prospective target businesses as well as other entities execute agreements with us waiving any right, title, interest
or claim of any kind in or to monies held in the trust account.
Facilities
We
currently maintain our offices at 1112 Montana Avenue, Suite 901, Santa Monica, CA 90403.
Employees
We
currently have one officer and we expect to have four officers upon the consummation of this offering. We do not intend to have
any full time employees prior to the completion of our business combination. Members of our management team are not obligated
to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to
our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any
time period will vary based on whether a target business has been selected for our business combination and the current stage
of the business combination process.
Periodic
Reporting and Financial Information
We
will register our units, Class A common stock and warrants under the Exchange Act and will have reporting obligations, including
the requirement that we file annual, quarterly and current reports with the SEC. In accordance with the requirements of the Exchange
Act, our annual reports will contain financial statements audited and reported on by our independent registered public auditors.
We
will provide stockholders with audited financial statements of the prospective target business as part of the tender offer materials
or proxy solicitation materials sent to stockholders to assist them in assessing the target business. These financial statements
may be required to be prepared in accordance with, or be reconciled to, U.S. GAAP, or IFRS, depending on the circumstances and
the historical financial statements may be required to be audited in accordance with the PCAOB. These financial statement requirements
may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements
in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination
within the prescribed time frame. While this may limit the pool of potential target businesses, we do not believe that this limitation
will be material.
We
will be required to evaluate our internal control procedures beginning with, and for, the fiscal year ending December 31, 2019
as required by the Sarbanes-Oxley Act. Only in the event we are deemed to be a large accelerated filer or an accelerated filer
will we be required to have our internal control procedures audited. A target business may not be in compliance with the provisions
of the Sarbanes-Oxley Act regarding adequacy of their internal controls. The development of the internal controls of any such
entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.
Prior
to the date of this prospectus, we will file a Registration Statement on Form 8-A with the SEC to voluntarily register our securities
under Section 12 of the Exchange Act. As a result, we will be subject to the rules and regulations promulgated under the Exchange
Act. We have no current intention of filing a Form 15 to suspend our reporting or other obligations under the Exchange Act prior
or subsequent to the consummation of our initial business combination.
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the JOBS Act. As
such, we are eligible to take advantage of certain exemptions from various reporting requirements applicable to other public companies
that are not “emerging growth companies” including, but not limited to, not being required to comply with the auditor
attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation
in our periodic reports and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive
compensation and stockholder approval of any golden parachute payments not previously approved. If some investors find our securities
less attractive as a result, there may be a less active trading market for our securities and the prices of our securities may
be more volatile.
In
addition, Section 107 of the JOBS Act also provides that an “emerging growth company” can take advantage of the extended
transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards.
In other words, an “emerging growth company” can delay the adoption of certain accounting standards until those standards
would otherwise apply to private companies. We intend to take advantage of the benefits of this extended transition period.
We
will remain an emerging growth company until the earlier of: (i) the last day of the fiscal year (a) following the fifth anniversary
of the completion of this offering, (b) in which we have total annual gross revenue of at least $1.07 billion, or (c) in which
we are deemed to be a large accelerated filer, which means the market value of our Class A common stock that is held by non-affiliates
exceeds $700 million as of the prior September 30th; and (ii) the date on which we have issued more than $1.0 billion in non-convertible
debt securities during the prior three-year period. References herein to “emerging growth company” shall have the
meaning associated with it in the JOBS Act.
Legal
Proceedings
There
is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management
team in their capacity as such.
MANAGEMENT
Directors,
Director Nominees and Executive Officers
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Name
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Age
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Title
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Stephen M. Kadenacy
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50
|
Chief Executive Officer and Director
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|
Daniel E. Esters
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52
|
Chief Financial Officer and Director
Nominee*
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Duncan Murdoch
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47
|
Chief Investment Officer
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|
David Lee
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50
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General Counsel
|
|
Joseph E. Reece
|
57
|
Director Nominee*
|
|
Richard A. Gadbois
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60
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Director Nominee*
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|
Alan P. Krusi
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63
|
Director Nominee*
|
*
This individual has indicated his assent to occupy such position on the effective date of the registration statement of which
this prospectus is a part.
Our
directors, director nominees and executive officers are as follows:
Stephen M. Kadenacy
has served
as our Chief Executive Officer and Director since August 2018 and will serve as Chairman of the Board commencing on the date of
this prospectus. Mr. Kadenacy served as President of AECOM from October 2014 until June 2017 and as Chief Operating Officer from
October 2016 until June 2017. Prior to that, he served as AECOM’s Chief Financial Officer from October 2011 until October
2015 and as Senior Vice President, Corporate Finance from May 2008 to September 2011. Prior to joining AECOM, Mr. Kadenacy was
with the accounting firm KPMG LLP in San Francisco since 1996. Mr. Kadenacy previously served on the Board of Directors and Audit
Committee of ABM Industries Inc. Mr. Kadenacy holds a Bachelor’s degree in economics from the University of California at
Los Angeles and a Masters of Business Administration from the University of Southern California.
Daniel E. Esters
will be appointed
to serve as our Chief Financial Officer prior to the consummation of the offering and will serve as one of our directors commencing
on the date of this prospectus. Mr. Esters spent 24 years serving in a variety of capacities at several investment banking firms
where he accumulated extensive transaction experience including origination, due diligence assessment, structuring, negotiation
and marketing of a wide range of merger and acquisitions, debt financings, restructurings and public equity offerings. From August
2014 to September 2018, Mr. Esters served as a managing director of M&A Capital LLC, a boutique investment banking firm and
independent sponsor. From May 1996 to August 2014, he served in the Investment Banking department of Jefferies LLC, where his
last role was as Managing Director within the firm’s financial sponsor group. Previously, Mr. Esters served with the Investment
Banking department of PaineWebber, Inc. and with the audit practice of accounting firm Price Waterhouse LLC, where he earned his
C.P.A. license. Mr. Esters holds a Bachelor’s degree in economics from the University of California at Los Angeles and a
Masters of Business Administration from the UCLA Anderson School of Management.
Duncan Murdoch
, who will be appointed
to serve as our Chief Investment Officer prior to the consummation of the offering, has over 20 years of private equity and investment
banking experience. Mr. Murdoch is currently a Senior Managing Director within the Principal Transactions Group for Macquarie
Capital, based in New York, but will terminate his employment with Macquarie Capital prior to joining us. While at Macquarie Capital
during the period from 2001 to the present, Mr. Murdoch led numerous investments and acquisitions on behalf of Macquarie Capital
and funds managed by affiliates of Macquarie Capital across multiple sectors, including infrastructure, business services, environmental
services, aerospace, and consumer. Prior to that, Mr. Murdoch worked for BMO Nesbitt Burns Inc. in Toronto, for Macquarie in Sydney
in their Corporate Advisory Group, and for the Justices in the Commercial Division of the Supreme Court of New South Wales. Mr.
Murdoch has served on the board of directors of numerous companies, including Brek Manufacturing Company, Utility Service Partners,
Inc., Puralube, Inc., Icon Parking Systems, Smarte Carte, Inc., DNEG, Anaergia Inc., MST Global, and Skis Rossignol S.A.. Mr.
Murdoch holds a Masters of Business Administration from Stanford University, a Bachelor of Laws (First Class Honors) from the
University of Sydney and a Bachelor of Economics from the University of Sydney.
David Lee
, who will be appointed
to serve as our General Counsel prior to the consummation of the offering, is currently the Manager of Co-Counsel, LLC and serves
as lead legal counsel to certain financial sponsors (and their portfolio companies) and owners of U.S. middle market companies.
Prior to founding Co-Counsel in October 2017, he served as Special Counsel at Jenner & Block LLP from October 2015 to September
2017, as Chief Executive Officer and Co-Founder of 10x Market, LLC from January 2013 to October 2015, and as Partner at DLA Piper
LLP from December 2010 to December 2012. Prior to that, he served as Partner at Mayer Brown LLP from January 2007 to December
2010, as Partner at Kaye Scholer LLP from 2005 to 2006, as Partner at Kirkland & Ellis LLP from 2002 to 2004 and as Associate
at Kirkland & Ellis LLP from 1996 to 2002. Mr. Lee holds a Bachelor’s degree in political science from the University
of Chicago and a law degree from Northwestern University School of Law.
Joseph E. Reece
, who will serve
as one of our independent directors commencing on the date of this prospectus, has more than 30 years of experience advising public
and private corporations, boards, financial sponsors and institutional investors on strategy, financing, and mergers and acquisitions.
Mr. Reece is the Founder and Chief Executive Officer of Helena Advisors, LLC, a Merchant Bank based in Los Angeles founded in
2015, where in addition to principal investing, he provides CEO level counseling focused on long-term value creation. Previously,
Mr. Reece was also the Executive Vice Chairman of UBS Securities, LLC (“UBS”) from 2017 through September of 2018.
He also served as the Head of Corporate Client Solutions for the Americas for UBS from October 2017 through March 2018. Prior
to that, he spent 18 years with Credit Suisse where he provided investment banking, capital market advisory services, and merger
and acquisition advice across a broad range of industries. He held a number of senior management positions across the Investment
Bank at Credit Suisse, including the Global Head of Equity Capital Markets, the Global Head of the Industrials Group and sat on
both the Global Equities Management Committee and the Investment Banking Management Committee. Mr. Reece began his career at the
SEC as Staff Counsel ultimately rising to become Special Counsel for the SEC’s Division of Corporation Finance and subsequently
practiced law with Skadden Arps based in Los Angeles in the Corporate Practice Group. Mr. Reece holds a Bachelor of Science, a
Masters of Business Administration and a Juris Doctor from the University of Akron and a LL.M from the Georgetown University Law
Center. Mr. Reece currently serves as a member of the board of directors of RumbleOn, Inc. (Nasdaq: RMBL), Georgetown University
Law Center, the Foundation of the University of Akron and Chair-ity. In addition to his previous service on the Board of UBS Securities,
LLC during his tenure at UBS, Mr. Reece also served on the Boards of CST Brands, Inc. and LSB Industries, Inc. from 2015 to 2017.
Mr. Reece was selected to serve on the board of directors due to his significant investment experience and legal expertise.
Richard A. Gadbois,
who will
serve as one of our independent directors commencing on the date of this prospectus, is currently Chairman of HS Group, a $2 billion
Asia alternative asset management-seeding firm and a director at Argyle Street Management Limited Hong Kong, where he has served
since 2008. Mr. Gadbois also currently serves as a senior advisor to Oakmont Corporation, a $2.5 billion family office. Mr. Gadbois
currently serves on the advisory board of Main Management, LLC, a San Francisco-based investment management firm, where he co-founded
the firm’s Core Endowment Portfolio in 2007. Mr. Gadbois served as the Chief Executive Officer of Roth Asset Management,
Inc. from 2010 to 2013 at which time he also co-founded GROW Partners LLC, a privately-owned hedge fund sponsor, and served as
Managing Director of EAM Investors, LLC, a majority-employee-owned, institutionally-focused investment management boutique. From
2001 to 2006 Mr. Gadbois co-founded and served as President of Vantis Capital Management LLC, a long-short equity fund with offices
in New York and Los Angeles. Prior to this, Mr. Gadbois served as a Senior Vice President with Merrill Lynch, Pierce, Fenner &
Smith Incorporated from 1994 to 2001, where he advised insiders at public companies in the United States and Europe. Mr. Gadbois
began his career at EF Hutton, Inc. in 1980 and later opened the west coast office for the Corporate Executive Services Group
at Prudential Securities in 1989. Mr. Gadbois holds a Bachelor’s degree in economics from the University of California at
Santa Barbara and is a Founder and Trustee Emeritus of the Sage Hill School. Mr. Gadbois has served on the Investment Committee
for the Orange County Community Foundation and the Pacific Symphony for more than 10 years.
Alan P. Krusi
, who will serve
as one of our independent directors commencing on the date of this prospectus, was President, Strategic Development of AECOM Technology
Corporation, a global provider of professional technical and management support services, from October 2011 until his retirement
in March 2015. He served as Executive Vice President for Corporate Development of AECOM Technology Corporation from August 2008
until October 2011. From 2003 until 2008 Mr. Krusi served as President of Earth Tech, Inc., an engineering, consulting, and construction
services firm owned by Tyco International. From 2002 to 2003, Mr. Krusi served as CEO of RealEnergy, Inc., a company providing
onsite cogeneration to commercial and industrial customers. From 1999 to 2002, Mr. Krusi served as President of the Construction
Services division of URS Corporation, where he oversaw an international construction services business specializing in construction
management and program management. Prior to his employment with URS, and over a period of twenty-two years, Mr. Krusi held a number
of technical and management positions within the engineering and construction industries. Mr. Krusi currently also serves on the
Board of Directors of Alacer Gold Corp. (TSX: ASR), Granite Construction Incorporated (NYSE: GVA), Comfort Systems USA, Inc. (NYSE:
FIX) and Lithko Contracting, LLC. Mr. Krusi also served on the Board of Directors of Blue Earth, Inc. from September 2014 to June
2016. Mr. Krusi is a graduate of the University of California at Santa Barbara and is a Registered Geologist, Certified Engineering
Geologist, and Licensed General Contractor in the State of California. Mr. Krusi has nearly forty years of experience in the construction
and engineering industries, including experience in executive management positions for public companies. Mr. Krusi was selected
to serve on the board of directors due to his extensive managerial and technical expertise in the field of infrastructure engineering.
Number
and Terms of Office of Officers and Directors
Upon the effectiveness of the registration
statement of which this prospectus forms a part, we expect that our board of directors will consist of three members. Our board
of directors will be divided into three classes with only one class of directors being elected in each year and each class (except
for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. In accordance with
Nasdaq corporate governance requirements, we are not required to hold an annual meeting until one year after our first fiscal
year end following our listing on Nasdaq. The term of office of the first class of directors, consisting of Joseph E. Reece, will
expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Daniel
E. Esters and Alan P. Krusi, will expire at the second annual meeting of stockholders. The term of office of the third class
of directors, consisting of Stephen M. Kadenacy and Richard A. Gadbois, will expire at the third annual meeting of stockholders.
Our
officers are elected by the board of directors and serve at the discretion of the board of directors, rather than for specific
terms of office. Our board of directors is authorized to appoint persons to the offices to be set forth in our amended and restated
bylaws as it deems appropriate. Our amended and restated bylaws provide that our officers may consist of a Chief Executive Officer,
a President, a Chief Financial Officer, Vice Presidents, Secretaries, Assistant Secretaries, a Treasurer and other such offices
as may be determined by the board of directors.
Director
Independence
Nasdaq listing standards require that
a majority of our board of directors be independent. An “independent director” is defined generally as a person other
than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion
of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying
out the responsibilities of a director. Upon the effectiveness of the registration statement of which this prospectus forms a
part, we expect to have three “independent directors” as defined in Nasdaq listing standards and applicable SEC rules.
Our board has determined that each of Joseph E. Reece, Richard A. Gadbois and Alan P. Krusi are independent directors under applicable
SEC and Nasdaq listing rules. Our independent directors will have regularly scheduled meetings at which only independent directors
are present.
Executive
Officer and Director Compensation
None
of our executive officers or directors have received any compensation for services rendered to us. Commencing on the date that
our securities are first listed on Nasdaq through the earlier of consummation of our initial business combination and our liquidation,
we will not pay our independent directors annual compensation. Our sponsor, officers, directors and any of their respective affiliates
will be reimbursed for any out-of-pocket expenses related to identifying, investigating, negotiating and completing an initial
business combination. Our audit committee will review on a quarterly basis all payments that are made to our sponsor, officers,
directors or our or any of their respective affiliates.
After
the completion of our initial business combination, directors or members of our management team who remain with us may be paid
consulting, management or other compensation from the combined company. All of this compensation will be disclosed to stockholders,
to the extent then known, in the tender offer materials or proxy solicitation materials, as applicable, furnished to our stockholders
in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time of
distribution of such tender offer or proxy solicitation materials, as applicable, because the directors of the post-combination
business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive
officers after the completion of our initial business combination will be determined by a compensation committee constituted solely
of independent directors.
We
are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.
The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying
or selecting a target business and we do not believe that the ability of our management to remain with us after the consummation
of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.
Committees
of the Board of Directors
Upon
the effective date of the registration statement of which this prospectus forms part, our board of directors will have two standing
committees: an audit committee and a compensation committee. Our audit committee will be composed of three independent directors,
and our compensation committee will be composed of two independent directors.
Audit
Committee
Upon the effectiveness of the registration
statement of which this prospectus forms a part, we will establish an audit committee of the board of directors. The members of
our audit committee will be Joseph E. Reece, Richard A. Gadbois and Alan P. Krusi. Mr. Reece will serve as chairman of the audit
committee. Under Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee.
Subject to phase-in rules and a limited exception, the rules of Nasdaq and Rule 10A-3 of the Exchange Act require that the audit
committee of a listed company be composed solely of independent directors. Messrs. Reece, Gadbois and Krusi qualify as independent
directors under applicable rules. Each member of the audit committee is financially literate and our board of directors has determined
that Mr. Reece qualifies as an “audit committee financial expert” as defined in applicable SEC rules.
We
will adopt an audit committee charter, which will detail the principal functions of the audit committee, including:
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the
appointment, compensation, retention, replacement and oversight of the work of the independent
auditors and any other independent registered public accounting firm engaged by us;
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●
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pre-approving
all audit and non-audit services to be provided by the independent auditors or any other
registered public accounting firm engaged by us, and establishing pre-approval policies
and procedures;
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●
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reviewing
and discussing with the independent auditors all relationships the auditors have with
us in order to evaluate their continued independence;
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●
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setting
clear hiring policies for employees or former employees of the independent auditors;
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setting
clear policies for audit partner rotation in compliance with applicable laws and regulations;
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obtaining
and reviewing a report, at least annually, from the independent auditors describing (i)
the independent auditor’s internal quality-control procedures and (ii) any material
issues raised by the most recent internal quality-control review, or peer review, of
the audit firm, or by any inquiry or investigation by governmental or professional authorities,
within, the preceding five years respecting one or more independent audits carried out
by the firm and any steps taken to deal with such issues;
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reviewing
and approving any related party transaction required to be disclosed pursuant to Item
404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction;
and
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reviewing
with management, the independent auditors and our legal advisors, as appropriate, any
legal, regulatory or compliance matters, including any correspondence with regulators
or government agencies and any employee complaints or published reports that raise material
issues regarding our financial statements or accounting policies and any significant
changes in accounting standards or rules promulgated by the Financial Accounting Standards
Board, the SEC or other regulatory authorities.
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Compensation
Committee
Upon the effectiveness of the registration
statement of which this prospectus forms a part, we will establish a compensation committee of the board of directors consisting
of two members. The members of our Compensation Committee will be Joseph E. Reece, Richard A. Gadbois and Alan P. Krusi. Mr. Gadbois
will serve as chairman of the compensation committee. Messrs. Reece, Gadbois and Krusi qualify as independent directors under
applicable rules.
We
will adopt a compensation committee charter, which will detail the principal functions of the compensation committee, including:
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reviewing
and approving on an annual basis the corporate goals and objectives relevant to our Chief
Executive Officer’s compensation, evaluating our Chief Executive Officer’s
performance in light of such goals and objectives and determining and approving the remuneration
(if any) of our Chief Executive Officer based on such evaluation;
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reviewing
and approving the compensation of all of our other executive officers;
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reviewing
our executive compensation policies and plans;
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implementing
and administering our incentive compensation equity-based remuneration plans;
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assisting
management in complying with our proxy statement and annual report disclosure requirements;
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approving
all special perquisites, special cash payments and other special compensation and benefit
arrangements for our executive officers and employees;
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producing
a report on executive compensation to be included in our annual proxy statement; and
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reviewing,
evaluating and recommending changes, if appropriate, to the remuneration for directors.
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The
charter will also provide that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of
the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel
or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required
by Nasdaq and the SEC.
Director
Nominations
We do not have a standing nominating
committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or Nasdaq
rules. In accordance with Rule 5605(e)(1) of the Nasdaq rules, a majority of the independent directors may recommend a director
nominee for selection by the board of directors. The board of directors believes that the independent directors can satisfactorily
carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating
committee. The directors who will participate in the consideration and recommendation of director nominees are Joseph E. Reece,
Richard A. Gadbois and Alan P. Krusi. In accordance with Rule 5605(e)(1)(A) of the Nasdaq rules, all such directors are independent.
As there is no standing nominating committee, we do not have a nominating committee charter in place.
Prior
to our initial business combination, the board of directors will also consider director candidates recommended for nomination
by holders of our founder shares during such times as they are seeking proposed nominees to stand for election at an annual meeting
of stockholders (or, if applicable, a special meeting of stockholders). Our stockholders that wish to nominate a director for
election to our board of directors should follow the procedures to be set forth in our amended and restated bylaws.
We
have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors
to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background,
diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom and
the ability to represent the best interests of our stockholders.
Compensation
Committee Interlocks and Insider Participation
None
of our executive officers currently serves, nor in the past year has served, as a member of the board of directors or compensation
committee of any entity that has one or more executive officers serving on our board of directors.
Code
of Ethics
Prior
to the effectiveness of this registration statement of which this prospectus forms a part, we will adopt a Code of Ethics applicable
to our directors, officers and employees. We will file a copy of our form of Code of Ethics and our audit committee charter as
exhibits to the registration statement. You will be able to review these documents by accessing our public filings at the SEC’s
web site at www.sec.gov. In addition, a copy of the Code of Ethics will be provided without charge upon request from us. We intend
to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K. See the
section of this prospectus entitled “Where You Can Find Additional Information.”
Conflicts
of Interest
Each
of our officers and directors presently has, and any of them in the future may have additional, fiduciary or contractual obligations
to one or more other entities pursuant to which such officer or director is or will be required to present a business combination
opportunity to such entity. Accordingly, if any of our officers or directors becomes aware of a business combination opportunity
which is suitable for an entity to which he or she has then-current fiduciary or contractual obligations, he or she will honor
his or her fiduciary or contractual obligations to present such business combination opportunity to such other entity, subject
to their fiduciary duties under law, and only present the opportunity to us if such other entity rejects the opportunity. We do
not believe, however, that the fiduciary duties or contractual obligations of our officers or directors will materially affect
our ability to complete our initial business combination. Our amended and restated certificate of incorporation provides that
we renounce our interest in any corporate opportunity offered to any of our officers and directors unless such opportunity is
expressly offered to such person solely in his or her capacity as a director or officer of our company and such opportunity is
one we are legally and contractually permitted to undertake and would otherwise be reasonable for us to pursue.
Macquarie
and its affiliates, engage in a broad spectrum of activities including principal investing, specialized investment vehicle management,
asset management, financial advisory, securities underwriting, sales and trading, investment research, lending and other activities.
In the ordinary course of business, they engage in activities where their interests or the interests of their clients may conflict
with our interests. Accordingly, there may be situations in which Macquarie or an affiliate has an obligation or an interest that
actually or potentially conflicts with our interests. You should assume that these conflicts will not be resolved in our favor
and, as a result, we may be denied certain acquisition opportunities or otherwise disadvantaged in certain situations by our relationship
with Macquarie.
Macquarie,
its affiliates and their clients make investments in a variety of different businesses and may directly compete with us for acquisition
opportunities provided or created by Macquarie or its affiliates that meet our initial business combination objectives. Neither
Macquarie nor any of its affiliates has an obligation to offer potential acquisition opportunities to us and may allocate them
at its discretion to us or other parties. We will not have any priority in respect of acquisition opportunities provided or created
by Macquarie or its affiliates. You should assume that Macquarie and its affiliates and clients will have priority over us in
terms of access to acquisition opportunities and, as a result, we may be denied certain acquisition opportunities or otherwise
disadvantaged in certain situations by our relationship with Macquarie.
Clients
of Macquarie and its affiliates may also compete with us for investment opportunities meeting our initial business combination
objectives. If Macquarie or any of its affiliates is engaged to act for any such clients, we may be precluded from pursuing opportunities
that would conflict with Macquarie’s or its affiliates’ obligations to such client. In addition, investment ideas
generated within Macquarie or its affiliates may be suitable for our company or a client of Macquarie or its affiliates, and may
be directed to any of such persons or entities rather than to us. Macquarie or its affiliates may also be engaged to advise the
seller of a company, business or assets that would qualify as an acquisition opportunity for us. In such cases, we may be precluded
from participating in the sale process or from purchasing the company, business or assets. If, however, we are permitted to pursue
the opportunity, the interests of Macquarie or its affiliates, or their obligations to the seller may diverge from our interests.
Our
sponsor, officers and directors have agreed, pursuant to a written letter agreement, not to participate in the formation of, or
become an officer or director of, any other blank check company until we have entered into a definitive agreement regarding our
initial business combination or we have failed to complete our initial business combination within 24 months after the closing
date of this offering. Neither Macquarie nor any of its affiliates (other than the sponsor) has entered into such an agreement
and, accordingly, are not precluded from participating in any other blank check company or from underwriting an offering by any
other blank check company.
Since
the consents of MIHI and Boxwood Management Company, LLC, both of whom are affiliates of our sponsor, are required for approval
of our initial business combination, any such conflict of interest could prevent us from consummating our initial business combination.
Potential
investors should also be aware of the following other potential conflicts of interest:
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None
of our officers or directors is required to commit his or her full time to our affairs
and, accordingly, may have conflicts of interest in allocating his or her time among
various business activities.
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In
the course of their other business activities, our officers and directors may become
aware of investment and business opportunities which may be appropriate for presentation
to us as well as the other entities with which they are affiliated. Our management may
have conflicts of interest in determining to which entity a particular business opportunity
should be presented. For a complete description of our management’s other affiliations,
see “— Directors, Director Nominees and Executive Officers.”
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Our
initial stockholders have agreed to waive their redemption rights with respect to their
founder shares, private placement shares and any public shares they may acquire during
or after this offering in connection with the completion of our initial business combination.
Our other directors and officers have entered into letter agreements similar to the one
entered into by our initial stockholders with respect to public shares acquired by them
in or after this offering. Additionally, our initial stockholders have entered into a
letter agreement with us pursuant to which they have waived their rights to liquidating
distributions from the trust account with respect to their founder shares and private
placement shares if we fail to complete our initial business combination within 24 months
after the closing date of this offering. However, if our initial stockholders or any
of our officers, directors or affiliates acquire public shares in or after this offering,
they will be entitled to liquidating distributions from the trust account with respect
to such public shares if we fail to complete our initial business combination within
the prescribed time frame. If we do not complete our initial business combination within
such applicable time period, the private placement units (and the underlying private
placement shares) will have no value and the private placement warrants will expire worthless.
With certain limited exceptions, the founder shares will not be transferable, assignable
or salable by our initial stockholders until the earlier of: (i) one year after the completion
of our initial business combination; and (ii) the date on which we consummate a liquidation,
merger, stock exchange or other similar transaction after our initial business combination
that results in all of our public stockholders having the right to exchange their shares
of common stock for cash, securities or other property. Notwithstanding the foregoing,
if the closing price of our common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock capitalizations, reorganizations, recapitalizations and the like)
for any 20 trading days within any 30-trading day period commencing at least 150 days
after our initial business combination, the founder shares will be released from the
lock-up. With certain limited exceptions, the private placement units, the private placement
shares, the private placement warrants, and the common stock underlying such warrants,
will not be transferable, assignable or salable until 30 days after the completion of
our initial business combination. Due to the affiliation of our officers and certain
of our directors with our sponsor and since our sponsor may directly or indirectly own
common stock and warrants following this offering, our officers and directors may have
a conflict of interest in determining whether a particular target business is an appropriate
business with which to effectuate our initial business combination.
|
|
|
●
|
Our
key personnel may negotiate employment or consulting agreements with a target business
in connection with a particular business combination. These agreements may provide for
them to receive compensation following our initial business combination and as a result,
may cause them to have conflicts of interest in determining whether to proceed with a
particular business combination.
|
|
|
●
|
Our
key personnel may have a conflict of interest with respect to evaluating a potential
business combination if the retention or resignation of any such key personnel was included
by a target business as a condition to any agreement with respect to our initial business
combination.
|
|
|
●
|
Macquarie Capital (USA) Inc., an affiliate of our sponsor, is
an underwriter of this offering and in such capacity will receive underwriting discounts, commissions and other fees and expenses.
|
|
|
●
|
We have granted Macquarie Capital (USA) Inc., an affiliate of
our sponsor, a right of first refusal for a period of 36 months from the date of the commencement of sales of the public offering
to act as one of potentially several banks which provide to us certain financial advisory, underwriting, capital raising,
and other services for which it may receive a portion of the overall fees. See the section of this prospectus entitled “Certain
Relationships and Related Party Transactions.”
|
The
conflicts described above may not be resolved in our favor.
In
general, officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present
business opportunities to a corporation if:
|
|
●
|
the
corporation could financially undertake the opportunity;
|
|
|
●
|
the
opportunity is within the corporation’s line of business; and
|
|
|
●
|
it
would not be fair to the corporation and its stockholders for the opportunity not to
be brought to the attention of the corporation.
|
Accordingly,
as a result of multiple business affiliations, our officers and directors have similar legal obligations relating to presenting
business opportunities meeting the above-listed criteria to multiple entities. Furthermore, our amended and restated certificate
of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors
in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they
may have. Below is a table summarizing the entities to which our executive officers, directors and director nominees currently
have fiduciary duties or contractual obligations that may present a conflict of interest:
|
Name
of Individual
|
Entity
Name
|
Entity’s
Business
|
Affiliation
|
|
Stephen M. Kadenacy
|
Jousta
mVibe LLC
|
Reverse Auction Software
Music Licensing Technology
|
Executive Chairman
Executive Chairman
|
|
David Lee
|
Co-Counsel, LLC
|
Legal Services
|
Manager
|
|
Joseph E. Reece
|
Helena Advisors, LLC
|
Merchant Banking
|
Chief Executive Officer
|
|
|
RumbleOn, Inc.
|
Online Vehicle Marketplace
|
Director
|
|
Richard A. Gadbois
|
Argyle Street
Management Limited
|
Investment Management
|
Director
|
|
Oakmont Corporation
|
Investment Management
|
Senior Advisor
|
|
HS Group Ltd.
|
Investment Advisory
|
Chairman
|
|
Main Management, LLC
|
Investment Management
|
Advisor
|
|
Alan
P. Krusi
|
Alacer Gold Corp.
|
Mining
|
Director
|
|
Granite Construction Incorporated
|
Infrastructure Constructing, Construction
Materials
|
Director
|
Comfort Systems USA, Inc.
Lithko Contracting, LLC
|
Mechanical Services
Construction
|
Director
Director
|
Accordingly,
if any of the above executive officers or directors become aware of a business combination opportunity which is suitable for any
of the above entities to which he or she has then-current fiduciary or contractual obligations, he or she will honor these obligations
to present such business combination opportunity to such entity, and only present it to us if such entity rejects the opportunity.
We do not believe, however, that any of the foregoing fiduciary duties or contractual obligations will materially affect our ability
to complete our initial business combination. Our amended and restated certificate of incorporation provides that we renounce
our interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such
person solely in his or her capacity as a director or officer of our company and such opportunity is one we are legally and contractually
permitted to undertake and would otherwise be reasonable for us to pursue.
We
are not prohibited from pursuing an initial business combination with a company that is affiliated with our sponsor, officers
or directors. In the event we seek to complete our initial business combination with such a company, we, or a committee of independent
and disinterested directors, would obtain an opinion from an independent investment banking firm which is a member of FINRA or
from an independent accounting firm, that such an initial business combination is fair to our company from a financial point of
view.
In
addition, our sponsor or any of its affiliates may make additional investments in the company in connection with the initial business
combination, although our sponsor and its affiliates have no obligation or current intention to do so. If our sponsor or any of
its affiliates elects to make additional investments, such proposed investments could influence our sponsor’s motivation
to complete an initial business combination.
In
the event that we submit our initial business combination to our public stockholders for a vote, our initial stockholders have
agreed to vote all of their founder shares, private placement shares and any public shares purchased during or after this offering
in favor of our initial business combination, and our officers and other directors have also agreed to vote public shares purchased
by them in or after this offering in favor of our initial business combination.
Limitation
on Liability and Indemnification of Officers and Directors
Our
amended and restated certificate of incorporation provides that our officers and directors will be indemnified by us to the fullest
extent authorized by Delaware law, as it now exists or may in the future be amended. In addition, our amended and restated certificate
of incorporation provides that our directors will not be personally liable for monetary damages to us or our stockholders
for breaches of their fiduciary duty as directors, except to the extent such exemption from liability or limitation thereof is
not permitted by the DGCL.
We
will enter into agreements with our officers and directors to provide contractual indemnification in addition to the indemnification
provided for in our amended and restated certificate of incorporation. Our amended and restated bylaws also permit us to maintain
insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether
Delaware law would permit such indemnification. We will obtain a policy of directors’ and officers’ liability insurance
that insures our officers and directors against the cost of defense, settlement or payment of a judgment in some circumstances
and insures us against our obligations to indemnify our officers and directors.
These
provisions may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. These
provisions also may have the effect of reducing the likelihood of derivative litigation against officers and directors, even though
such an action, if successful, might otherwise benefit us and our stockholders. Furthermore, a stockholder’s investment
may be adversely affected to the extent we pay the costs of settlement and damage awards against officers and directors pursuant
to these indemnification provisions.
We
believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced
officers and directors.
PRINCIPAL
STOCKHOLDERS
The
following table sets forth information regarding the beneficial ownership of our common stock as of the date of this prospectus,
as adjusted to reflect the sale of our Class A common stock included in the units offered by this prospectus and as further adjusted
to reflect the sale of the private placement securities, and assuming no purchase of units in this offering, by:
|
|
●
|
each
person known by us to be the beneficial owner of more than 5% of our outstanding shares
of common stock;
|
|
|
●
|
each
of our executive officers and directors; and
|
|
|
●
|
all
our executive officers and directors as a group.
|
Unless
otherwise indicated, we believe that all persons named in the table have sole voting and investment power with respect to all
shares of common stock beneficially owned by them. The following table does not reflect record or beneficial ownership of the
private placement warrants as these warrants are not exercisable within 60 days of the date of this prospectus.
The post-offering and post-private placement
columns below assume that the underwriters do not exercise their option to purchase additional units, that our sponsor forfeits
750,000 founder shares and that there are 25,000,000 and 25,250,000 shares of our common stock issued and outstanding after this
offering and the private placement, respectively.
|
|
|
Before Offering
|
|
After Offering
|
|
After Private Placement
|
|
Name and
Address of Beneficial Owner
(1)
|
|
Number of
Shares
Beneficially
Owned
|
|
Approximate
Percentage of
Outstanding
Common
Stock
|
|
Number of
Shares
Beneficially
Owned
|
|
Approximate
Percentage of
Outstanding
Common
Stock
|
|
Number of
Shares
Beneficially
Owned
|
|
Approximate
Percentage of
Outstanding
Common
Stock
|
|
Boxwood Sponsor LLC
(2)
|
|
5,675,000
|
|
100%
|
|
4,925,000
|
|
19.7%
|
|
5,175,000
|
|
20.5%
|
|
MIHI LLC
(3)
|
|
5,675,000
|
|
100%
|
|
4,925,000
|
|
19.7%
|
|
5,175,000
|
|
20.5%
|
|
Boxwood Management Company, LLC
(4)
|
|
5,675,000
|
|
100%
|
|
4,925,000
|
|
19.7%
|
|
5,175,000
|
|
20.5%
|
|
Stephen M. Kadenacy
(4)
|
|
5,675,000
|
|
100%
|
|
4,925,000
|
|
19.7%
|
|
5,175,000
|
|
20.5%
|
|
Daniel E. Esters
(5)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Duncan Murdoch
(5)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
David Lee
(5)
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
-
|
|
Joseph E. Reece
(5)
|
|
25,000
|
|
*
|
|
25,000
|
|
*
|
|
25,000
|
|
*
|
|
Richard A. Gadbois
(5)
|
|
25,000
|
|
*
|
|
25,000
|
|
*
|
|
25,000
|
|
*
|
|
Alan P. Krusi
|
|
25,000
|
|
*
|
|
25,000
|
|
*
|
|
25,000
|
|
*
|
|
All
directors and executive officers as a group (7 individuals)
|
|
5,750,000
|
|
100%
|
|
5,000,000
|
|
20%
|
|
5,250,000
|
|
20.8%
|
|
|
(1)
|
Unless
otherwise noted, the business address of each of the following entities or individuals
is 1112 Montana Avenue, Suite 901, Santa Monica, CA 90403.
|
|
|
(2)
|
Boxwood
Sponsor LLC is jointly owned and managed by MIHI Boxwood Sponsor, LLC, which is controlled
by MIHI LLC, and Boxwood Management Company, LLC. MIHI and Boxwood Management Company,
LLC have shared voting and dispositive power with respect to the shares held by Boxwood
Sponsor LLC and, as such, may be deemed to beneficially own the shares held by Boxwood
Sponsor LLC. Each of MIHI and Boxwood Management Company, LLC disclaim such beneficial
ownership except to the extent of their respective pecuniary interests therein. See Note
3 below for information on the ownership of MIHI. See Note 4 below for information on
the ownership of Boxwood Management Company, LLC.
|
|
|
(3)
|
MIHI
Boxwood Sponsor, LLC owns a substantial interest in, and has the right to appoint one
of the managers of, the sponsor. MIHI owns a majority interest in, and is the sole manager
of, MIHI Boxwood Sponsor, LLC. As such, MIHI may be deemed to beneficially own the shares
held by our sponsor. MIHI is a member managed LLC. MIHI is indirectly controlled by Macquarie,
a publicly listed company in Australia. Nicholas Moore is the chief executive officer
of Macquarie and in such position has voting and dispositive power with respect to securities
held by MIHI Boxwood Sponsor, LLC. By virtue of the relationships described in this footnote,
Macquarie and Mr. Moore may be deemed to share beneficial ownership of all shares held
by MIHI Boxwood Sponsor, LLC. Each of Macquarie and Mr. Moore expressly disclaims any
such beneficial ownership, except to the extent of their individual pecuniary interests
therein. The address of each of MIHI and MIHI Boxwood Sponsor, LLC is c/o Macquarie Capital
(USA) Inc., 125 West 55
th
Street, L-22, New York, NY 10019-5369.
|
|
|
(4)
|
Mr.
Kadenacy owns a majority interest in, and is the sole manager of, Boxwood Management
Company, LLC. As such, he may be deemed to beneficially own the shares held by Boxwood
Management Company, LLC or our sponsor. Mr. Kadenacy disclaims such beneficial ownership
except to the extent of his pecuniary interest therein.
|
|
|
|
|
|
|
(5)
|
Messrs.
Esters, Murdoch, Lee, Reece and Gadbois hold economic interests in Boxwood Management
Company, LLC and pecuniary interests in the securities beneficially owned by Boxwood
Management Company, LLC. Each of such individuals disclaims beneficial ownership of such
securities except to the extent of his pecuniary interest therein.
|
Immediately
after this offering, our initial stockholders will beneficially own 20% of our then issued and outstanding shares of our common
stock (not including the shares of Class A common stock underlying the private placement units). If we increase or decrease the
size of this offering, we will effect a stock split, stock dividend or share contribution back to capital, as applicable, immediately
prior to the consummation of this offering in such amount as to maintain the ownership of our initial stockholders at 20% of the
issued and outstanding shares of common stock after this offering (not including the shares of Class A common stock underlying
the private placement units). In addition, because of their ownership block, our initial stockholders may be able to effectively
influence the outcome of all other matters requiring approval by our stockholders, including, amendments to our amended and restated
certificate of incorporation and approval of significant corporate transactions.
Our
sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 250,000 private placement units, each consisting
of one share of Class A common stock and one warrant, at a price of $10.00 per unit, $2,500,000 in the aggregate and 3,500,000
private placement warrants (or 4,100,000 warrants if the underwriters’ option to purchase additional units is exercised in full)
at a price of $1.00 per warrant, $3,500,000 in the aggregate (or $4,100,000 in the aggregate if the underwriters’ option to purchase
additional units is exercised in full), in a private placement that will close simultaneously with the closing of this offering.
Each private placement warrant will entitle the holder to purchase one share of our Class A common stock at $11.50 per share,
subject to adjustments as described herein. A portion of the purchase price of the private placement securities will be added
to the proceeds from this offering to be held in the trust account pending our completion of our initial business combination.
If we do not complete our initial business combination within 24 months from the closing date of this offering, the private placement
units (and the underlying private placement shares) will have no value and the private placement warrants will expire worthless.
The private placement securities are subject to the transfer restrictions described below. The private placement warrants will
be non-redeemable by us and exercisable on a cashless basis so long as they are held by the initial purchasers or their permitted
transferees. If the private placement warrants are held by holders other than the initial purchasers or their permitted transferees,
the private placement warrants will be redeemable by us and exercisable by the holders on the same basis as the warrants included
in the units being sold in this offering. Otherwise, the private placement warrants will have terms and provisions that are identical
to those of the warrants being sold as part of the units in this offering, including as to exercise price, exercisability and
exercise period. The private placement warrants to be acquired by an affiliate of Macquarie Capital (USA) Inc. shall not be exercisable
more than five years from the effective date of the registration statement of which this prospectus forms a part and such private
placement securities shall be subject to certain additional restrictions on transfer, as described under “Description of
Securities—Warrants—Private Placement Warrants and Working Capital Loan Warrants.”
Our
sponsor and our executive officers and directors are deemed to be our “promoters” as such term is defined under the
federal securities laws.
Transfers
of Founder Shares and Private Placement Securities
The
founder shares, private placement units, private placement shares, private placement warrants and any shares of Class A common
stock issued upon conversion or exercise thereof are each subject to transfer restrictions pursuant to lock-up provisions in the
letter agreements with us to be entered into by our initial stockholders. Those lock-up provisions provide that such securities
are not transferable, assignable or salable: (i) in the case of the founder shares, until the earlier of (a) one year after the
completion of our initial business combination or (b) if, subsequent to our initial business combination, (x) the last reported
closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least
150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, stock exchange or
other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for
cash, securities or other property; and (ii) in the case of the private placement units, private placement shares, private placement
warrants and the respective Class A common stock underlying such warrants, until 30 days after the completion of our initial business
combination, except in each case: (a) to affiliates of our sponsor, to our officers or directors, to officers, directors, members
or beneficial owners of our sponsor, to any affiliates or family members of the foregoing or to any trust where any of the foregoing
is the primary beneficiary; (b) in the case of any beneficial owner of our sponsor or an individual, by gift to a member of one
of the members of the beneficial owners of our sponsor or individual’s immediate family, to a trust, the beneficiary of
which is a member of one of the beneficial owners of our sponsor or individual’s immediate family, an affiliate of such
person or beneficial owner, or to a charitable organization; (c) in the case of an individual, by virtue of laws of descent and
distribution upon death of the individual; (d) in the case of an individual, pursuant to a qualified domestic relations order;
(e) by private sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection
with the consummation of a business combination at prices no greater than the price at which the shares were originally purchased;
(f) in the event of our liquidation prior to our completion of our initial business combination; (g) by virtue of the laws of
Delaware or our sponsor’s amended and restated limited liability company agreement upon dissolution of our sponsor; or (h)
in the event of our completion of a liquidation, merger, stock exchange or other similar transaction which results in all of our
stockholders having the right to exchange their shares of common stock for cash, securities or other property subsequent to our
completion of our initial business combination; provided, however, that in the case of clauses (a) through (e) and (g) these permitted
transferees must enter into a written agreement agreeing to be bound by these transfer restrictions. The private placement securities
to be acquired by an affiliate of Macquarie Capital (USA) Inc. will be subject to lock-up restrictions as described under the
heading “Underwriting (Conflicts of Interest)—Private Placement Securities.”
Registration
Rights
Our initial stockholders and holders
of our private placement units, private placement shares and private placement warrants and warrants issued upon conversion of
working capital loans, if any, and their respective permitted transferees (and any shares of Class A common stock issuable upon
the exercise of the private placement warrants or warrants issued upon conversion of the working capital loans) will have registration
rights to require us to register a sale of any of such securities held by them pursuant to a registration rights agreement to
be signed prior to or on the effective date of this offering. These holders will be entitled to make up to three demands, excluding
short form registration demands (or one demand, in the case of the private placement securities to be acquired by an affiliate
of Macquarie Capital (USA) Inc.), that we register such securities for sale under the Securities Act. In addition, these holders
will have “piggy-back” registration rights to include such securities in other registration statements filed by us
and rights to require us to register for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration
rights agreement will provide that we will not permit any registration statement filed under the Securities Act to become effective
until termination of the applicable lock-up period, which will occur: (i) in the case of the founder shares, upon the earlier
of (a) one year after the completion of our initial business combination or (b) if, subsequent to our initial business combination,
(x) the last reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock capitalization, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
stock exchange or other similar transaction that results in all of our public stockholders having the right to exchange their
shares of common stock for cash, securities or other property; and (ii) in the case of the private placement warrants and the
respective Class A common stock underlying such warrants, 30 days after the completion of our initial business combination, except
as otherwise described herein. In the case of the private placement securities to be acquired by an affiliate of Macquarie Capital
(USA) Inc., the demand registration right provided will not be exercisable for longer than five years from the effective date
of the registration statement of which this prospectus forms a part in compliance with FINRA Rule 5110(f)(2)(G)(iv) and the piggyback
registration right provided will not be exercisable for longer than seven years from the effective date of the registration statement
of which this prospectus forms a part in compliance with FINRA Rule 5110(f)(2)(G)(v). We will bear the costs and expenses of filing
any such registration statements. See the section of this prospectus entitled “Certain Relationships and Related Party Transactions.”
CERTAIN
RELATIONSHIPS AND RELATED PARTY TRANSACTIONS
We were initially formed by our sponsor
in June 2017, at which time our sponsor acquired all 100 shares of our outstanding common stock for an aggregate purchase price
of $25,000, or approximately $250.00 per share. Prior to the initial investment in the company of $25,000, the company had no
assets, tangible or intangible. The per share price for the founder shares was determined by dividing the amount initially contributed
to the company by the number of founder shares issued. In October 2018, our sponsor sold certain of the founder shares to our
three independent director nominees. On November 14, 2018 and November 15, 2018, we effected the Recapitalization and Forfeiture,
respectively, and, as a result, our sponsor and independent director nominees hold 5,750,000 founder shares (up to 750,000 of
which are subject to forfeiture depending on the extent to which the underwriters’ option to purchase additional units is
exercised, if at all). The number of founder shares issued in the Recapitalization and forfeited in the Forfeiture were determined
based on the expectation that the total size of this offering would be a maximum of 23,000,000 units if the underwriters’
option to purchase additional units is exercised in full, and therefore that such founder shares would represent 20% of the issued
and outstanding shares of common stock after this offering (not including the shares of Class A common stock underlying the private
placement units). If we increase or decrease the size of this offering, we will effect a stock split, stock dividend or share
contribution back to capital, as applicable, immediately prior to the consummation of this offering in such amount as to maintain
the ownership of our initial stockholders at 20% of the issued and outstanding shares of common stock after this offering (not
including the shares of Class A common stock underlying the private placement units).
Our sponsor has committed, pursuant to a written agreement, to purchase an aggregate of 250,000 private
placement units for a purchase price of $10.00 per unit and 3,500,000 private placement warrants (or 4,100,000 warrants if the
underwriters’ option to purchase additional units is exercised in full) for a purchase price of $1.00 per warrant in a private
placement that will close simultaneously with the closing of this offering. As such, our sponsor’s interest in this transaction
is valued at $6,000,000 (or $6,600,000 if the underwriters’ option to purchase additional units is exercised in full) given
the number of private placement securities purchased. Each private placement warrant will entitle the holder to purchase one share
of Class A common stock at $11.50 per share. The private placement securities (including the Class A common stock issuable upon
exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferable, assignable, or saleable
by it until 30 days after the completion of our initial business combination
.
We have granted Macquarie Capital (USA)
Inc., an affiliate of our sponsor (and an underwriter of this offering), a right of first refusal for a period of 36 months from
the date of the commencement of sales of the public offering to act as one of potentially several banks which provide to us certain
financial advisory, underwriting, capital raising, and other services for which it may receive a portion of the overall fees.
The amount of fees we pay to Macquarie Capital (USA) Inc. will be based upon the prevailing market for similar services rendered
by global full-service investment banks for such transactions at such time, and will be subject to the review of our Audit Committee
pursuant to the Audit Committee’s policies and procedures relating to transactions that may present conflicts of interest.
Macquarie Capital (USA) Inc. has not yet
been retained for a specific financial advisory, underwriting, capital raising or other transaction and so we are not able to
quantify the fees for any such engagement. No funds will be paid out of the trust to fund any such fee payments and it is not
expected that any fees would be paid prior to the consummation of a business combination. The actual amount of fees received will
vary significantly based on the size of any transaction and the extent to which other investment banks are involved.
As
more fully discussed in “Management—Conflicts of Interest,” if any of our officers or directors becomes aware
of a business combination opportunity that falls within the line of business of any entity to which he or she has then-current
fiduciary or contractual obligations, he or she may be required to present such business combination opportunity to such entity
prior to presenting such business combination opportunity to us. Our officers and directors currently have certain relevant fiduciary
duties or contractual obligations that may take priority over their duties to us.
Our
sponsor, officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses related
to identifying, investigating, negotiating and completing an initial business combination. Our audit committee will review on
a quarterly basis all payments that are made to our sponsor, officers, directors or our or any of their affiliates, and will determine
which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket
expenses incurred by such persons in connection with activities on our behalf, although no such reimbursements will be made from
the proceeds of this offering held in the trust account prior to the completion of our initial business combination.
Prior to the closing of this offering,
our sponsor may loan us up to an aggregate of $750,000 to be used for a portion of the expenses of this offering. These loans,
if any, will be non-interest bearing, unsecured and due at the earlier of May 30, 2019 or the closing of this offering. As of
November 15, 2018, we had borrowed $300,000 under the promissory note with our sponsor. These loans, if any, will be repaid upon
the closing of this offering out of the estimated $1,000,000 of offering proceeds that has been allocated for the payment of offering
expenses. The value of our sponsor’s interest in this loan transaction corresponds to the principal amount outstanding under
any such loan.
In
addition, in order to finance transaction costs in connection with an intended initial business combination, (i) our sponsor has
committed an aggregate of $1,000,000, to be provided to us in the event that funds held outside of the trust are insufficient
to fund our expenses relating to investigating and selecting a target business and other working capital requirements after this
offering and prior to our initial business combination and (ii) our sponsor, one or more affiliates of our sponsor or certain
of our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business
combination, we would repay such loaned amounts out of the proceeds of the trust account released to us. In the event that our
initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay
such loaned amounts but no proceeds from our trust account would be used for such repayment. Up to $250,000 of such loans may
be convertible into warrants of the post-business combination entity at a price of $1.00 per warrant at the option of the lender.
The warrants would be identical to the private placement warrants issued to our sponsor, including as to exercise price, exercisability
and exercise period. The terms of such loans by our sponsor, an affiliate of our sponsor or certain of our officers or directors,
if any, have not been determined and no written agreements exist with respect to such loans. We do not expect to seek loans from
parties other than our sponsor, an affiliate of our sponsor or certain of our officers or directors, if any, as we do not believe
third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our
trust account.
After
the completion of our initial business combination, members of our management team who remain with us may be paid consulting,
management or other compensation from the combined company. All of this compensation will be disclosed to stockholders, to the
extent then known, in the tender offer materials or proxy solicitation materials, as applicable, furnished to our stockholders
in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time of
distribution of such tender offer or proxy solicitation materials, as applicable, because the directors of the post-combination
business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our executive
officers after the completion of our initial business combination will be determined by a compensation committee constituted solely
by independent directors.
We
will enter into a registration rights agreement with respect to the founder shares, private placement units, private placement
shares, private placement warrants and warrants issued upon conversion of working capital loans (if any), which is described under
the heading “Principal Stockholders—Registration Rights.”
We
have not yet adopted a formal policy for the review, approval or ratification of related party transactions. Accordingly, the
transactions discussed above were not reviewed, approved or ratified in accordance with any such policy.
Prior
to the consummation of this offering, we will adopt a code of ethics requiring us to avoid, wherever possible, all conflicts of
interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board)
or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any
financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.
A form of the code of ethics that we plan to adopt prior to the consummation of this offering is filed as an exhibit to the registration
statement of which this prospectus is a part.
In
addition, our audit committee, pursuant to a written charter that we will adopt prior to the consummation of this offering, will
be responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative
vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in
order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum.
Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related
party transaction. A form of the audit committee charter that we plan to adopt prior to the consummation of this offering is filed
as an exhibit to the registration statement of which this prospectus is a part. Our audit committee will review on a quarterly
basis all payments that were made to our sponsor, officers or directors, or our or any of their affiliates.
These
procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents
a conflict of interest on the part of a director, employee or officer.
To
further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is
affiliated with any of our sponsor, officers or directors unless we, or a committee of independent directors, have obtained an
opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial
business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements
or cash payments will be made to our sponsor, officers or directors, or our or any of their affiliates, for services rendered
to us prior to or in connection with the completion of our initial business combination. However, the following payments will
be made to our sponsor, officers or directors, or any of their affiliates, none of which will be made from the proceeds of this
offering and the sale of the private placement securities held in the trust account prior to the completion of our initial business
combination:
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Repayment
of an aggregate of up to $750,000 in loans made to us by our sponsor to cover offering-related
and organizational expenses;
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Reimbursement
for any out-of-pocket expenses related to identifying, investigating, negotiating and
completing an initial business combination; and
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Repayment
of loans which may be made by our sponsor or an affiliate of our sponsor or certain of
our officers and directors to finance transaction costs in connection with an intended
initial business combination, the terms of which have not been determined nor have any
written agreements been executed with respect thereto. Up to $250,000 of such loans may
be convertible into warrants at a price of $1.00 per warrant at the option of the lender.
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The
above payments may be funded using the net proceeds of this offering and the sale of the private placement securities not held
in the trust account.
DESCRIPTION
OF SECURITIES
Pursuant
to our amended and restated certificate of incorporation, we are authorized to issue 250,000,000 shares of Class A common stock,
$0.0001 par value each, 50,000,000 shares of Class F common stock, $0.0001 par value each, and 1,000,000 shares of undesignated
preferred stock, $0.0001 par value each. The following description summarizes the material terms of our capital stock as set out
more particularly in our amended and restated certificate of incorporation. Because it is only a summary, it may not contain all
the information that is important to you.
Units
Public
Units
Each
unit has an initial public offering price of $10.00 and consists of one share of Class A common stock and one warrant.
Each warrant entitles the holder thereof to purchase one share of Class A common stock at a price of $11.50 per share, subject
to adjustment as described in this prospectus.
The Class A common stock and warrants
constituting the units will begin separate trading on the 52nd day following the date of this prospectus unless Merrill Lynch,
Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc. inform us of their decision
to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued
a press release announcing when such separate trading will begin. Once the shares of Class A common stock and warrants commence
separate trading, holders will have the option to continue to hold units or separate their units into the component securities.
Holders will need to have their brokers contact our transfer agent in order to separate the units into shares of Class A common
stock and warrants.
In no event will the Class A common stock
and warrants be traded separately until we have filed with the SEC a Current Report on Form 8-K which includes an audited balance
sheet of the Company reflecting our receipt of the gross proceeds at the closing of this offering. We will file the Current Report
on Form 8-K, which will include this audited balance sheet, promptly after the closing of this offering, which is anticipated
to take place three business days from the date of this prospectus. If the underwriters’ option to purchase additional units
is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will
be filed to provide updated financial information to reflect the exercise of the underwriters’ option to purchase additional
units.
Private Placement Units
The private placement units (including
the private placement shares, private placement warrants and the Class A common stock shares issuable upon exercise of such warrants)
will not be transferable, assignable or salable until 30 days after the completion of our initial business combination (except,
among other limited exceptions as described under “Principal Stockholders — Transfers of Founder Shares and Private
Placement Securities,” to our officers and directors and other persons or entities affiliated with our sponsor) and they
will not be redeemable by us so long as they are held by the initial purchasers or their permitted transferees. Otherwise, the
private placement units are identical to the units sold in this offering except certain differences that apply to the private
placement shares as decribed below under “— Common Stock — Private Placement Shares” and the private placement
warrants as described below under “— Warrants — Private Placement Warrants and Working Capital Loan Warrants.”
The private placement
securities
to be acquired by an affiliate of Macquarie Capital (USA) Inc. will not be transferable, assignable or salable by any person for
a period of 180 days immediately following the date of this prospectus, except pursuant to (i) the transfer of any security by
operation of law or by reason of our reorganization; (ii) the transfer of any security to any FINRA member firm participating
in this offering and the officers or partners thereof, if all securities so transferred remain subject to the lock-up restrictions
applicable to the transferee for the remainder of the 180 day time period; (iii) the transfer of any security if the aggregate
amount of our securities held by such holder or related person do not exceed 1% of the securities being offered; (iv) the transfer
of any security that is beneficially owned on a pro-rata basis by all equity owners of an investment fund, provided that no participating
member manages or otherwise directs investments by the fund, and participating members in the aggregate do not own more than 10%
of the equity in the fund; or (v) the exercise or conversion of any security, if all securities received remain subject to
these lock-up restrictions for the remainder of the 180 day time period.
Common
Stock
Upon the closing of this offering, 25,250,000
shares of our common stock will be outstanding (assuming no exercise of the underwriters’ option to purchase additional
units and the corresponding forfeiture of 750,000 founder shares by our sponsor), including:
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20,000,000
shares of our Class A common stock underlying the units being offered in this offering;
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250,000
shares of our Class A common stock underlying the private placement units; and
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5,000,000
shares of our Class F common stock held by our initial stockholders.
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If
we increase or decrease the size of this offering, we will effect a stock split, stock dividend or share contribution back to
capital, as applicable, immediately prior to the consummation of this offering in such amount as to maintain the ownership of
our initial stockholders at 20% of the issued and outstanding shares of common stock after this offering (not including the shares
of Class A common stock underlying the private placement units).
Stockholders
of record will be entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified in
our amended and restated certificate of incorporation or amended and restated bylaws, when adopted, or as required by the applicable
provisions of the DGCL or applicable stock exchange rules, the affirmative vote of a majority of our outstanding shares of common
stock that are voted is required to approve any such matter voted on by our stockholders. Our board of directors will be divided
into three classes, each of which will generally serve for a term of three years with only one class of directors being elected
in each year. There is no cumulative voting with respect to the election of directors, with the result that the holders of more
than 50% of the shares voted in the election of directors can elect all of the directors. Our stockholders are entitled to receive
ratable dividends when, as and if declared by the board of directors out of funds legally available therefor.
Because
our amended and restated certificate of incorporation authorizes the issuance of up to 250,000,000 shares of Class A common stock,
if we were to enter into a business combination, we may (depending on the terms of such a business combination) be required to
put to a stockholder vote a proposal to increase the number of shares of common stock which we are authorized to issue at the
same time as our stockholders vote on the business combination to the extent we seek stockholder approval in connection with our
initial business combination.
In
accordance with Nasdaq corporate governance requirements, we are not required to hold an annual meeting until not later than one
year after our first fiscal year end following our listing on Nasdaq. Under Section 211(b) of the DGCL, we are, however, required
to hold an annual meeting of stockholders for the purposes of electing directors as provided for in our amended and restated bylaws
unless such election is made by written consent in lieu of such a meeting. We may not hold an annual meeting of stockholders to
elect new directors prior to the consummation of our initial business combination, and thus we may not be in compliance with Section
211(b) of the DGCL, which requires an annual meeting. Therefore, if our stockholders want us to hold an annual meeting prior to
the consummation of our initial business combination, they may attempt to force us to hold one by submitting an application to
the Delaware Court of Chancery in accordance with Section 211(c) of the DGCL.
We
will provide our public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion
of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the
trust account calculated as of two business days prior to the consummation of our initial business combination, including interest
earned on the trust account deposits (which interest shall be net of taxes payable and any amounts released to us to fund working
capital requirements), divided by the number of then-outstanding public shares, subject to the limitations described herein. The
amount in the trust account is initially anticipated to be approximately $10.00 per public share. The per share amount we will
distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will
pay to the underwriters. Our initial stockholders have entered into a letter agreement with us, pursuant to which they have agreed
to waive their redemption rights with respect to their founder shares, private placement shares and any public shares they may
acquire during or after this offering in connection with the completion of our initial business combination. Our other directors
and officers have entered into letter agreements similar to the one entered into by our initial stockholders with respect to any
public shares acquired by them in or after this offering. Permitted transferees of our initial stockholders, officers or directors
will be subject to the same obligations. Unlike many blank check companies that hold stockholder votes and conduct proxy solicitations
in conjunction with their initial business combinations and provide for related redemptions of public shares for cash upon completion
of such initial business combinations even when a vote is not required by applicable law or stock exchange listing requirements,
if a stockholder vote is not required by applicable law or stock exchange listing requirements and we do not decide to hold a
stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation,
conduct the redemptions pursuant to the tender offer rules of the SEC, and file tender offer documents with the SEC prior to completing
our initial business combination. Our amended and restated certificate of incorporation requires these tender offer documents
to contain substantially the same financial and other information about the initial business combination and the redemption rights
as is required under the SEC’s proxy rules. If, however, stockholder approval of the transaction is required by law or stock
exchange rules, or we decide to obtain stockholder approval for business or other legal reasons, we will, like many blank check
companies, offer to redeem shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant to the
tender offer rules. If we seek stockholder approval of our initial business combination, we will complete our initial business
combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination.
A quorum for such meeting will consist of the holders present in person or by proxy of shares of capital stock representing a
majority of all of our issued and outstanding shares of capital stock entitled to vote at such meeting. Shares held by our initial
stockholders, directors and officers will count towards this quorum. The participation of our sponsor, officers, directors, advisors
or any of their affiliates in privately-negotiated transactions (as described in this prospectus), if any, could result in the
approval of our initial business combination even if a majority of our public stockholders vote, or indicate their intention to
vote, against such business combination. For purposes of seeking approval of the majority of our issued and outstanding shares
of common stock, non-votes will have no effect on the approval of our initial business combination. We intend to give approximately
30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote
shall be taken to approve our initial business combination. These voting thresholds, and the voting agreements of our initial
stockholders, may make it more likely that we will consummate our initial business combination.
Our
amended and restated certificate of incorporation provides that if we seek stockholder approval of our initial business combination
and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, a public
stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert
or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming Excess Shares,
without our prior consent. However, we would not be restricting our stockholders’ ability to vote all of their shares (including
Excess Shares) for or against our initial business combination. Our stockholders’ inability to redeem their Excess Shares
will reduce their influence over our ability to complete our initial business combination, and such stockholders could suffer
a material loss in their investment in us if they sell their Excess Shares in open market transactions. Additionally, such stockholders
will not receive redemption distributions with respect to the Excess Shares if we complete the business combination. And, as a
result, such stockholders will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares would
be required to sell their shares in open market transactions, potentially at a loss.
If we seek stockholder approval in connection
with our initial business combination, our initial stockholders have agreed (and their permitted transferees will agree) to vote
all of their founder shares, private placement shares and any public shares purchased during or after this offering in favor of
our initial business combination. As a result, in addition to our initial stockholders’ founder shares, we would need only
7,375,001, or 36.9%, of the 20,000,000 public shares being offered and sold in this offering to be voted in favor of such a transaction
(assuming all outstanding shares of our common stock are voted and the underwriters’ option to purchase additional units
is not exercised) in order to have such initial business combination approved. Our other directors and officers have also entered
into letter agreements similar to the one entered into with our initial stockholders with respect to any public shares acquired
by them in or after this offering. Additionally, each public stockholder may elect to redeem their public shares irrespective
of whether they vote for or against a proposed initial business combination or vote at all.
Pursuant
to our amended and restated certificate of incorporation, if we are unable to complete our initial business combination within
24 months from the closing date of this offering, we will: (i) cease all operations except for the purpose of winding up; (ii)
as promptly as reasonably possible but no more than ten business days thereafter, redeem the public shares, at a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest earned on the trust account
deposits (which interest shall be net of taxes payable, and less up to $100,000 to pay dissolution expenses), divided by the number
of then-outstanding public shares, which redemption will completely extinguish our public stockholders’ rights as stockholders
(including the right to receive further liquidation distributions, if any), subject to applicable law; and (iii) as promptly as
reasonably possible following such redemption, subject to the approval of our remaining stockholder and our board of directors,
dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the
requirements of other applicable law. Our initial stockholders have entered into a letter agreement with us, pursuant to which
they have agreed to waive their rights to liquidating distributions from the trust account with respect to their founder shares
and private placement shares if we fail to complete our initial business combination within 24 months from the closing date of
this offering. However, if our initial stockholders or any of our management team acquire public shares in or after this offering,
they will be entitled to liquidating distributions from the trust account with respect to such public shares if we fail to complete
our initial business combination within the allotted 24-month time frame.
In
the event of a liquidation, dissolution or winding up of the company after a business combination, our stockholders are entitled
to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision is
made for each class of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription
rights. There are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with
the opportunity to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in
the trust account, including interest earned on the trust account deposits (which interest shall be net of taxes payable and any
amounts released to us to fund working capital requirements), upon the completion of our initial business combination, subject
to the limitations described herein.
Private Placement Shares
The shares of Class A common stock underlying
the private placement units are identical to the shares of Class A common stock that are being sold as part of the units in this
offering, except that the private placement shares will not be transferable, assignable or salable until 30 days after the completion
of our initial business combination (except, among other limited exceptions as described under “Principal Stockholders—Transfers
of Founder Shares and Private Placement Securities” to our officers and directors and other persons or entities affiliated
with our sponsor) and if we do not complete our initial business combination within 24 months from the closing date of this offering,
the private placement shares will not have any value. In addition to these restrictions, the private placement shares to be acquired
by an affiliate of Macquarie Capital (USA) Inc. will be subject to lock-up restrictions as described above under “—Units—Private
Placement Units.”
Founder
Shares
The
founder shares are identical to the shares of common stock included in the units being sold in this offering, and holders of founder
shares have the same stockholder rights as public stockholders, except that: (i) the founder shares are subject to certain transfer
restrictions, as described in more detail below; (ii) our initial stockholders have entered into a letter agreement with us pursuant
to which they have agreed (a) to waive their redemption rights with respect to their founder shares, private placement shares
and any public shares they may acquire during or after this offering in connection with the completion of our initial business
combination; (b) to waive their redemption rights with respect to their founder shares, private placement shares and any public
shares they may acquire in connection with a stockholder vote to approve an amendment to our amended and restated certificate
of incorporation that would affect the substance or timing of our obligation to redeem 100% of our public shares if we fail to
complete our initial business combination within 24 months from the closing date of this offering; (c) to waive their rights to
liquidating distributions from the trust account with respect to their founder shares and private placement shares if we fail
to complete our initial business combination within 24 months from the closing date of this offering (although they will be entitled
to liquidating distributions from the trust account with respect to any public shares they hold if we fail to complete our initial
business combination within the prescribed time frame); (iii) the founder shares are automatically convertible into shares of
our Class A common stock at the time of our initial business combination, or earlier at the option of the holder, on a one-for-one
basis, subject to adjustment pursuant to certain anti-dilution rights, as described herein; and (iv) the founder shares have certain
registration rights. If we submit our initial business combination to our public stockholders for a vote, our initial stockholders
have agreed to vote all of their founder shares, private placement shares and any public shares they hold that are purchased during
or after this offering in favor of our initial business combination. Permitted transferees of founder shares will have such shares
subject to the same obligations as our initial stockholders.
The
shares of Class F common stock will automatically convert into shares of Class A common stock at the time of our initial business
combination, or earlier at the option of the holder, on a one-for-one basis, subject to adjustment as provided herein. In the
case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the
amounts sold in this offering and related to the closing of our initial business combination, the ratio at which shares of Class
F common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding
shares of Class F common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance)
so that the number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will equal,
in the aggregate, on an as-converted basis, 20% of the total number of all shares of common stock outstanding upon completion
of this offering (not including the shares of Class A common stock underlying the private placement units) plus all shares of
Class A common stock and equity-linked securities issued or deemed issued in connection with our initial business combination
(net of the number of shares of Class A common stock redeemed in connection with our initial business combination), excluding
any shares or equity-linked securities issued, or to be issued, to any seller in our initial business combination. Holders of
founder shares may also elect to convert their shares of Class F common stock into an equal number of shares of Class A common
stock, subject to adjustment as provided above, at any time.
With
certain limited exceptions, the founder shares are not transferable, assignable or salable (except to our officers and directors
and other persons or entities affiliated with our sponsor, each of whom will be subject to the same transfer restrictions) until
one year after the completion of our initial business combination or earlier if, (x) subsequent to our initial business combination,
the last reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger,
stock exchange or other similar transaction after our initial business combination that results in all of our public stockholders
having the right to exchange their shares of common stock for cash, securities or other property.
Preferred
Stock
Our
amended and restated certificate of incorporation authorizes 1,000,000 shares of preferred stock and provides that shares
of preferred stock may be issued from time to time in one or more series. Our board of directors is authorized to fix the voting
rights, if any, designations, powers, preferences, the relative, participating, optional or other special rights and any qualifications,
limitations and restrictions thereof, applicable to the shares of each series. Our board of directors is able to, without stockholder
approval, issue preferred stock with voting and other rights that could adversely affect the voting power and other rights of
the holders of the common stock and could have anti-takeover effects. The ability of our board of directors to issue preferred
stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of us or the
removal of existing management. We have no preferred stock outstanding at the date hereof. Although we do not currently intend
to issue any shares of preferred stock, we cannot assure you that we will not do so in the future. No shares of preferred stock
are being issued or registered in this offering.
Warrants
Public
Stockholders’ Warrants
Each
warrant entitles the registered holder to purchase one share of Class A common stock at a price of $11.50 per share, subject to
adjustment as discussed below, at any time commencing on the later of 12 months from the closing date of this offering or 30 days
after the completion of our initial business combination. The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial
business combination or earlier upon redemption or liquidation.
We
will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation
to settle such warrant exercise unless we have declared effective a registration statement under the Securities Act covering the
shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating to them is available and
such shares are registered, qualified or exempt from registration under the securities, or blue sky, laws of the state of residence
of the holder (or we permit holders to exercise their warrants on a cashless basis under the circumstances specified in the warrant
agreement), subject to our satisfying our obligations described below with respect to registration. In the event that the conditions
in the immediately preceding sentence are not satisfied with respect to a warrant, the holder of such warrant will not be entitled
to exercise such warrant and such warrant may have no value and expire worthless. In the event that a registration statement is
not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price
for the unit solely for the share of Class A common stock underlying such unit.
We
are not registering the shares of Class A common stock issuable upon exercise of the warrants at this time. However, we have agreed
that as soon as practicable, but in no event later than 15 business days after the closing of our initial business combination,
we will use our best efforts to file with the SEC and have declared effective a registration statement covering the shares of
Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class
A common stock until the warrants expire or are redeemed, as specified in the warrant agreement. Notwithstanding the above, if
our shares of Class A common stock are at the time of any exercise of a warrant not listed on a national securities exchange such
that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at
our option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance
with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect
a registration statement, but will use our best efforts to qualify the shares under applicable blue sky laws to the extent an
exemption is not available.
If
a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not effective by
the 60th day after the closing of our initial business combination, warrant holders may, until such time as there is an effective
registration statement and during any period when we will have failed to maintain an effective registration statement, exercise
warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
Once
the warrants become exercisable, we may call the warrants for redemption:
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at
a price of $0.01 per warrant;
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upon
a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption
period, to each warrant holder; and
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if,
and only if, the reported closing price of the Class A common stock equals or exceeds
$18.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period
ending on the third trading day prior to the date on which we send the notice of redemption
to the warrant holders.
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We
will not redeem the warrants unless an effective registration statement under the Securities Act covering the shares of Class
A common stock issuable upon exercise of the warrants is effective and a current prospectus relating to those shares of Class
A common stock is available throughout the 30-day redemption period, except if the warrants may be exercised on a cashless basis
and such cashless exercise is exempt from registration under the Securities Act.
We
have established the last of the redemption criterion discussed above to prevent a redemption call unless there is at the time
of the call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice
of redemption of the warrants, each warrant holder will be entitled to exercise his, her or its warrant prior to the scheduled
redemption date. However, the price of the Class A common stock may fall below the $18.00 redemption trigger price as well as
the $11.50 warrant exercise price after the redemption notice is issued.
If we call the warrants for redemption
as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless
basis.” In determining whether to require all holders to exercise their warrants on a “cashless basis,” our
management will consider, among other factors, our cash position, the number of warrants that are outstanding and the dilutive
effect on our stockholders of issuing the maximum number of shares of Class A common stock issuable upon the exercise of our warrants.
If our management takes advantage of this option, each holder would pay the exercise price by surrendering the warrants for that
number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined below)
over the warrant price, by (y) the fair market value. The “fair market value” will mean the average reported last
closing price of the shares of Class A common stock for the 10 trading days ending on the third trading day prior to the date
on which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice
of redemption will contain the information necessary to calculate the number of shares of Class A common stock to be received
upon exercise of the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this
manner will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe
this feature is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business
combination. If we call our warrants for redemption and our management does not take advantage of this option, holders other than
our sponsor and its permitted transferees would still be entitled to exercise their private placement warrants for cash or on
a cashless basis using the same formula described above that other warrant holders would have been required to use had all warrant
holders been required to exercise their warrants on a cashless basis, as described in more detail below.
A
holder of a warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 9.9% (or such other amount as
a holder may specify) of the shares of common stock outstanding immediately after giving effect to such exercise.
If
the number of outstanding shares of Class A common stock is increased by a capitalization or stock dividend payable in shares
of Class A common stock, or by a split-up of shares of Class A common stock or other similar event, then, on the effective date
of such stock dividend, split-up or similar event, the number of shares of Class A common stock issuable on exercise of each warrant
will be increased in proportion to such increase in the outstanding shares of Class A common stock. A rights offering to holders
of shares of Class A common stock entitling holders to purchase shares of Class A common stock at a price less than the fair market
value will be deemed a stock dividend of a number of shares of Class A common stock equal to the product of (i) the number of
shares of Class A common stock actually sold in such rights offering (or issuable under any other equity securities sold in such
rights offering that are convertible into or exercisable for Class A common stock) multiplied by (ii) one (1) minus the quotient
of (x) the price per share of Class A common stock paid in such rights offering divided by (y) the fair market value. For these
purposes (i) if the rights offering is for securities convertible into or exercisable for Class A common stock, in determining
the price payable for Class A common stock, there will be taken into account any consideration received for such rights, as well
as any additional amount payable upon exercise or conversion and (ii) fair market value means the volume weighted average price
of Class A common stock as reported during the ten trading day period ending on the trading day prior to the first date on which
the shares of Class A common stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.
In
addition, if we, at any time while the warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of Class A common stock on account of such shares of Class A common stock (or other
shares of our capital stock into which the warrants are convertible), other than: (i) as described above, (ii) certain ordinary
cash dividends, (iii) to satisfy the redemption rights of the holders of shares of Class A common stock in connection with a proposed
initial business combination, (iv) as a result of the repurchase of shares of Class A common stock by the company if the proposed
initial business combination is presented to the stockholders of the company for approval, or (v) in connection with the redemption
of our public shares upon our failure to complete our initial business combination, then the warrant exercise price will be decreased,
effective immediately after the effective date of such event, by the amount of cash and/or the fair market value of any securities
or other assets paid on each share of Class A common stock in respect of such event.
If
the number of outstanding shares of our Class A common stock is decreased by a consolidation, combination, reverse stock split
or reclassification of shares of Class A common stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Class A common stock issuable on
exercise of each warrant will be decreased in proportion to such decrease in outstanding shares of Class A common stock.
Whenever
the number of shares of Class A common stock purchasable upon the exercise of the warrants is adjusted, as described above, the
warrant exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction
(x) the numerator of which will be the number of shares of Class A common stock purchasable upon the exercise of the warrants
immediately prior to such adjustment, and (y) the denominator of which will be the number of shares of Class A common stock so
purchasable immediately thereafter.
In
case of any reclassification or reorganization of the outstanding shares of Class A common stock (other than those described above
or that solely affects the par value of such shares of Class A common stock), or in the case of any merger or consolidation of
us with or into another corporation (other than a consolidation or merger in which we are the continuing corporation and that
does not result in any reclassification or reorganization of our outstanding shares of Class A common stock), or in the case of
any sale or conveyance to another corporation or entity of the assets or other property of us as an entirety or substantially
as an entirety in connection with which we are dissolved, the holders of the warrants will thereafter have the right to purchase
and receive, upon the basis and upon the terms and conditions specified in the warrants and in lieu of the shares of Class A common
stock immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount
of shares of stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger
or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the warrants would have received
if such holder had exercised their warrants immediately prior to such event. However, if such holders were entitled to exercise
a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger,
then the kind and amount of securities, cash or other assets for which each warrant will become exercisable will be deemed to
be the weighted average of the kind and amount received per share by such holders in such consolidation or merger that affirmatively
make such election, and if a tender, exchange or redemption offer has been made to and accepted by such holders (other than a
tender, exchange or redemption offer made by the company in connection with redemption rights held by stockholders of the company
as provided for in the company’s amended and restated certificate of incorporation or as a result of the repurchase of shares
of Class A common stock by the company if a proposed initial business combination is presented to the stockholders of the company
for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with
members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together
with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any
such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange
Act) more than 50% of the outstanding shares of Class A common stock, the holder of a warrant will be entitled to receive the
highest amount of cash, securities or other property to which such holder would actually have been entitled as a stockholder if
such warrant holder had exercised the warrant prior to the expiration of such tender or exchange offer, accepted such offer and
all of the shares of Class A common stock held by such holder had been purchased pursuant to such tender or exchange offer, subject
to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments
provided for in the warrant agreement. Additionally, if less than 70% of the consideration receivable by the holders of Class
A common stock in such a transaction is payable in the form of Class A common stock in the successor entity that is listed for
trading on a national securities exchange or is quoted in an established over-the-counter market, or is to be so listed for trading
or quoted immediately following such event, and if the registered holder of the warrant properly exercises the warrant within
thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in the warrant
agreement based on the per share consideration minus Black-Scholes Warrant Value (as defined in the warrant agreement) of the
warrant.
The
public warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company,
as warrant agent, and us. You should review a copy of the warrant agreement, which will be filed as an exhibit to the registration
statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
The warrant agreement will provide that the terms of the warrants may be amended without the consent of any holder to cure any
ambiguity or correct any defective provision, but will require the approval of the holders of a majority of the then-outstanding
warrants (including private placement warrants) to make any change that adversely affects the interests of the registered holders
of the warrants.
The
public warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of
the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated,
accompanied by full payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check
payable to us, for the number of warrants being exercised. The warrant holders will not have the rights or privileges of holders
of Class A common stock or any voting rights until they exercise their warrants and receive shares of Class A common stock. After
the issuance of shares of Class A common stock upon exercise of the warrants, each holder will be entitled to one vote for each
share held of record on all matters to be voted on by stockholders.
Private Placement Warrants and Working Capital
Loan Warrants
The private placement warrants (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except, among other limited exceptions as described under
“Principal Stockholders—Transfers of Founder Shares and Private Placement Securities,” to our officers and directors
and other persons or entities affiliated with our sponsor) and they will not be redeemable by us so long as they are held by the
initial purchasers or their permitted transferees. In addition to these restrictions, the private placement warrants to be acquired
by an affiliate of Macquarie Capital (USA) Inc. will be subject to lock-up restrictions as described above under “—Units
— Private Placement Units” and shall not be exercisable more than five years from the effective date of the registration
statement of which this prospectus forms a part. Otherwise, the private placement warrants have terms and provisions that are
identical to those of the warrants being sold as part of the units in this offering, including as to exercise price, exercisability
and exercise period; provided, however, that if we do not complete our initial business combination within 24 months from the
closing date of this offering, the private placement warrants will expire worthless. If the private placement warrants are held
by holders other than the initial purchasers or their permitted transferees, the private placement warrants will be redeemable
by us and exercisable by the holders on the same basis as the warrants included in the units being sold in this offering.
If holders of the private placement
warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering his, her or its warrants
for that number of shares of Class A common stock equal to the quotient obtained by dividing (x) the product of the number of
shares of Class A common stock underlying the warrants, multiplied by the excess of the “fair market value” (defined
below) over the warrant price, by (y) the fair market value. The “fair market value” will mean the average reported
closing price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the
notice of warrant exercise is sent to the warrant agent. The reason that we have agreed that these warrants will be exercisable
on a cashless basis so long as they are held by the initial purchasers and their permitted transferees is because it is not known
at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their
ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit
insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will
be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public
information. Accordingly, unlike public stockholders who could exercise their warrants and sell the shares of Class A common stock
received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly
restricted from selling such securities. As a result, we believe that allowing the holders to exercise such warrants on a cashless
basis is appropriate.
Our
sponsor has committed to loan us an aggregate of up to $1,000,000 and our sponsor, one or more affiliates of our sponsor, or certain
of our officers and directors may, but are not obligated to, loan us additional funds as may be required. Up to $250,000 of such
loans may be convertible into warrants of the post business combination entity at a price of $1.00 per warrant at the option of
the lender. The warrants would be identical to the private placement warrants issued to our sponsor, including as to exercise
price, exercisability and exercise period. The terms of such loans by our sponsor, an affiliate of our sponsor or certain of our
officers or directors, if any, have not been determined and no written agreements exist with respect to such loans.
Dividends
We
have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of
a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any,
capital requirements and general financial condition subsequent to completion of a business combination. The payment of any cash
dividends subsequent to a business combination will be within the discretion of our board of directors at such time. In addition,
our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable
future, except if we increase the size of this offering, in which case we will effect a stock dividend (or, potentially, a split)
or other appropriate mechanism immediately prior to the consummation of this offering in such amount as to maintain the ownership
of our initial stockholders at 20% of our issued and outstanding shares of our common stock upon the consummation of this offering
(not including the shares of Class A common stock underlying the private placement units). Further, if we incur any indebtedness,
our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Our
Transfer Agent and Warrant Agent
The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have
agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents
and each of its stockholders, directors, officers and employees against all liabilities, including judgments, costs and reasonable
counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due
to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.
Our
Amended and Restated Certificate of Incorporation
Our
amended and restated certificate of incorporation contains certain requirements and restrictions relating to this offering that
will apply to us until the completion of our initial business combination. These provisions cannot be amended without the approval
of the holders of at least 65% of our common stock.
Our
initial stockholders, who will beneficially own at least 20% of our common stock upon the closing of this offering (not including
the shares of Class A common stock underlying the private placement units and assuming they do not purchase any units in this
offering), may participate in any vote to amend our amended and restated certificate of incorporation and will have the discretion
to vote in any manner they choose. Specifically, our amended and restated certificate of incorporation provides, among other things,
that:
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if
we are unable to complete our initial business combination within 24 months from the
closing date of this offering, we will: (i) cease all operations except for the purpose
of winding up; (ii) as promptly as reasonably possible but not more than ten business
days thereafter, redeem the public shares, at a per-share price, payable in cash, equal
to the aggregate amount then on deposit in the trust account, including interest earned
on the trust account deposits (which interest shall be net of taxes payable, and less
up to $100,000 to pay dissolution expenses), divided by the number of then-outstanding
public shares, which redemption will completely extinguish our public stockholders’
rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law; and (iii) as promptly as reasonably possible following
such redemption, subject to the approval of our remaining stockholders and our board
of directors, dissolve and liquidate, subject in each case to our obligations under Delaware
law to provide for claims of creditors and the requirements of other applicable law;
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prior
to our initial business combination, we may not issue additional shares of common stock
that would entitle the holders thereof to: (i) receive funds from the trust account;
or (ii) vote on any initial business combination;
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although
we do not intend to enter into a business combination with a target business that is
affiliated with our sponsor, our directors or our officers, we are not prohibited from
doing so. In the event we enter into such a transaction, we, or a committee of independent
directors, will obtain an opinion from an independent investment banking firm that is
a member of FINRA or an independent accounting firm that such a business combination
is fair to our company from a financial point of view;
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if
a stockholder vote on our initial business combination is not required by applicable
law or stock exchange rule and we do not decide to hold a stockholder vote for business
or other legal reasons, we will offer to redeem our public shares pursuant to Rule 13e-4
and Regulation 14E of the Exchange Act, and will file tender offer documents with the
SEC prior to completing our initial business combination which contain substantially
the same financial and other information about our initial business combination and the
redemption rights as is required under Regulation 14A of the Exchange Act;
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our
initial business combination must occur with one or more target businesses that together
have an aggregate fair market value of at least 80% of the value of the assets held in
the trust account (excluding the deferred underwriting commissions and taxes payable
on the interest earned on the trust account) at the time of our signing a definitive
agreement in connection with our initial business combination;
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if
our initial stockholders approve an amendment to our amended and restated certificate
of incorporation that would affect the substance or timing of our obligation to redeem
100% of our public shares if we do not complete our initial business combination within
24 months from the closing date of this offering, we will provide our public stockholders
with the opportunity to redeem all or a portion of their shares of Class A common stock
upon such approval at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the trust account, including interest earned on the trust account
deposits (which interest shall be net of taxes payable and any amounts released to us
to fund working capital requirements), divided by the number of then-outstanding public
shares; and
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we
will not effectuate our initial business combination with another blank check company
or a similar company with nominal operations.
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In
addition, our amended and restated certificate of incorporation provides that under no circumstances will we redeem our public
shares in an amount that would cause our net tangible assets to be less than $5,000,001.
Certain
Anti-Takeover Provisions of Delaware Law and Our Amended and Restated Certificate of Incorporation and Our Amended and Restated
Bylaws
We have opted out of Section 203
of the DGCL. However, our amended and restated certificate of incorporation contains similar provisions providing that we may
not engage in certain “business combinations” with any “interested stockholder” for a three-year period following
the time that the stockholder became an interested stockholder, unless:
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prior
to such time, our board of directors approved either the business combination or the
transaction which resulted in the stockholder becoming an interested stockholder;
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upon
consummation of the transaction that resulted in the stockholder becoming an interested
stockholder, the interested stockholder owned at least 85% of our voting stock outstanding
at the time the transaction commenced, excluding certain shares; or
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at
or subsequent to that time, the business combination is approved by our board of directors
and by the affirmative vote of holders of at least 66
2
/3% of the outstanding
voting stock that is not owned by the interested stockholder.
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Generally, a “business combination”
includes a merger, asset or stock sale or certain other transactions resulting in a financial benefit to the interested stockholder.
Subject to certain exceptions, an “interested stockholder” is a person who, together with that person’s affiliates and
associates, owns, or within the previous three years owned, 15% or more of our voting stock.
Under certain circumstances, this provision
will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations
with a corporation for a three-year period. This provision may encourage companies interested in acquiring our company to negotiate
in advance with our board of directors because the stockholder approval requirement would be avoided if our board of directors
approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder.
These provisions also may have the effect of preventing changes in our board of directors and may make it more difficult to accomplish
transactions which stockholders may otherwise deem to be in their best interests.
Our amended and restated certificate
of incorporation provides that our sponsor and its respective affiliates, any of their respective direct or indirect transferees
of at least 15% of our outstanding common stock and any group as to which such persons are party to, do not constitute “interested
stockholders” for purposes of this provision.
Our
amended and restated certificate of incorporation provides that our board of directors will be classified into three classes of
directors. As a result, in most circumstances, a person can gain control of our board only by successfully engaging in a proxy
contest at two or more annual meetings.
Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval and could
be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee
benefit plans. The existence of authorized but unissued and unreserved common stock and preferred stock could render more difficult
or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise.
Exclusive
Forum for Certain Lawsuits
Our
amended and restated certificate of incorporation requires, to the fullest extent permitted by law, that derivative actions brought
in our name, actions against directors, officers and employees for breach of fiduciary duty and other similar actions may be brought
only in the Court of Chancery in the State of Delaware and, if brought outside of Delaware, the stockholder bringing the suit
will be deemed to have consented to service of process on such stockholder’s counsel. Although we believe this provision
benefits us by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies,
the provision may have the effect of discouraging lawsuits against our directors and officers.
Special
Meetings of Stockholders
Our
amended and restated bylaws provide that special meetings of our stockholders may be called only by a majority vote of our
board of directors, by our CEO or by our chairman.
Advance
Notice Requirements for Stockholder Proposals and Director Nominations
Our
amended and restated bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders,
or to nominate candidates for election as directors at our annual meeting of stockholders must provide timely notice of their
intent in writing. To be timely, a stockholder’s notice will need to be received by the secretary to our principal executive
offices not later than the close of business on the 90th day nor earlier than the opening of business on the 120th day prior to
the scheduled date of the annual meeting of stockholders. Pursuant to Rule 14a-8 of the Securities Act, proposals seeking inclusion
in our annual proxy statement must comply with the notice periods contained therein. Our amended and restated bylaws will also
specify certain requirements as to the form and content of a stockholders’ meeting. These provisions may preclude our stockholders
from bringing matters before our annual meeting of stockholders or from making nominations for directors at our annual meeting
of stockholders.
Securities
Eligible for Future Sale
Immediately after this offering we will
have 25,250,000 (or 29,000,000 if the underwriters’ option to purchase additional units is exercised in full) shares of
Class A common stock outstanding. The 20,000,000 shares (or 23,000,000 shares if the underwriters’ option to purchase additional
units is exercised in full) sold in this offering will be freely tradable without restriction or further registration under the
Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act.
All of the 5,000,000 (or 5,750,000 if the underwriters’ option to purchase additional units is exercised in full) founder
shares and all 250,000 private placement units (including the underlying securities) and 3,500,000 private placement warrants
(or 4,100,000 warrants if the underwriters’ option to purchase additional units is exercised in full) are restricted securities
under Rule 144, in that they were issued in private transactions not involving a public offering, and are subject to transfer
restrictions as set forth elsewhere in this prospectus. These restricted securities will have certain registration rights as more
fully described below under “—Registration Rights.”
Rule
144
Pursuant
to Rule 144, a person who has beneficially owned restricted shares of our common stock or warrants for at least six months would
be entitled to sell their securities provided that: (i) such person is not deemed to have been one of our affiliates at the time
of, or at any time during the three months preceding, a sale; and (ii) we are subject to the Exchange Act periodic reporting requirements
for at least three months before the sale and have filed all required reports under Section 13 or 15(d) of the Exchange Act during
the 12 months (or such shorter period as we were required to file reports) preceding the sale.
Persons
who have beneficially owned restricted shares of our common stock or warrants for at least six months but who are our affiliates
at the time of, or at any time during the three months preceding, a sale, would be subject to additional restrictions, by which
such person would be entitled to sell within any three-month period only a number of securities that does not exceed the greater
of:
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1%
of the total number of shares of common stock then-outstanding, which will equal 252,500 shares immediately after this offering
(or 290,000 if the underwriters exercise their option to purchase additional units in full); or
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the
average weekly reported trading volume of the common stock during the four calendar weeks
preceding the filing of a notice on Form 144 with respect to the sale.
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Sales
by our affiliates under Rule 144 are also limited by manner of sale provisions and notice requirements and to the availability
of current public information about us.
Restrictions
on the Use of Rule 144 by Shell Companies or Former Shell Companies
Rule
144 is not available for the resale of securities initially issued by shell companies (other than business combination related
shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important
exception to this prohibition if the following conditions are met:
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the
issuer of the securities that was formerly a shell company has ceased to be a shell company;
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the
issuer of the securities is subject to the reporting requirements of Section 13 or 15(d)
of the Exchange Act;
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the
issuer of the securities has filed all Exchange Act reports and material required to
be filed, as applicable, during the preceding 12 months (or such shorter period that
the issuer was required to file such reports and materials), other than Current Reports
on Form 8-K; and
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at
least one year has elapsed from the time that the issuer filed current Form 10 type information
with the SEC reflecting its status as an entity that is not a shell company.
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As
a result, our initial stockholders will be able to sell their founder shares and our sponsor will be able to sell its private
placement securities, as applicable, pursuant to Rule 144 without registration one year after we have completed our initial business
combination.
Registration
Rights
The holders of the founder shares, private
placement units, private placement shares, private placement warrants and warrants that may be issued upon conversion of working
capital loans, if any, and their respective permitted transferees (and any shares of Class A common stock issuable upon the exercise
of the private placement warrants or warrants issued upon conversion of the working capital loans) will be entitled to registration
rights pursuant to a registration rights agreement to be signed prior to or on the effective date of this offering requiring us
to register such securities for sale under the Securities Act. The holders of these securities will be entitled to make up to
three demands, excluding short form demands (or one demanded in the case of the private placement securities to be acquired by
an affiliate of Macquarie Capital (USA) Inc., that we register certain of our securities held by them for sale under the Securities
Act and have the securities covered thereby registered for resale pursuant to Rule 415 under the Securities Act. In addition,
the holders will have certain “piggy-back” registration rights with respect to registration statements filed subsequent
to the completion of our initial business combination. However, the registration rights agreement will provide that we will not
permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up
period, which will occur: (i) in the case of the founder shares, on the earlier of (A) one year after the completion of our initial
business combination or (B) if, subsequent to our initial business combination, (x) the last reported closing price of the Class
A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business
combination, or (y) the date on which we complete a liquidation, merger, reorganization or other similar transaction that results
in all of our public stockholders having the right to exchange their shares of common stock for cash, securities or other property;
and (ii) in the case of the private placement warrants and the respective shares of Class A common stock underlying such warrants,
30 days after the completion of our initial business combination, except as otherwise described herein. In the case of the private
placement securities to be acquired by an affiliate of Macquarie Capital (USA) Inc., the demand registration right provided will
not be exercisable for longer than five years from the effective date of the registration statement of which this prospectus forms
a part in compliance with FINRA Rule 5110(f)(2)(G)(iv) and the piggyback registration right provided will not be exercisable for
longer than seven years from the effective date of the registration statement of which this prospectus forms a part in compliance
with FINRA Rule 5110(f)(2)(G)(v). We will bear the expenses incurred in connection with the filing of any such registration statements.
Listing
of Securities
We
have applied to list our units, Class A common stock and warrants on Nasdaq under the symbols “BWMCU,” “BWMC”
and “BWMCW,” respectively. We expect that our units will be listed on Nasdaq on or promptly after the effective date
of the registration statement. Following the date the shares of our Class A common stock and warrants are eligible to trade separately,
we anticipate that the shares of our Class A common stock and warrants will be listed separately and as a unit on Nasdaq. We cannot
guarantee that our securities will be approved for listing on Nasdaq.
UNITED
STATES FEDERAL INCOME TAX CONSIDERATIONS
The
following discussion is a summary of the U.S. federal income tax considerations generally applicable to the ownership and disposition
of our units, Class A common stock and warrants, which we refer to collectively as our securities. This summary is based upon
U.S. federal income tax law as of the date of this prospectus, which is subject to change or differing interpretations, possibly
with retroactive effect. This summary does not discuss all aspects of U.S. federal income taxation that may be important to particular
investors in light of their individual circumstances, including investors subject to special tax rules (e.g., financial institutions,
insurance companies, broker-dealers, tax-exempt organizations (including private foundations), taxpayers that have elected mark-to-market
accounting, S corporations, regulated investment companies, real estate investment trusts, investors that will hold Class A common
stock or warrants as part of a straddle, hedge, conversion, or other integrated transaction for U.S. federal income tax purposes,
or investors that have a functional currency other than the U.S. dollar), all of whom may be subject to tax rules that differ
materially from those summarized below. In addition, this summary does not discuss other U.S. federal tax consequences (e.g.,
estate or gift tax), any state, local, or non-U.S. tax considerations or the Medicare tax or alternative minimum tax. In addition,
this summary is limited to investors that will hold our securities as “capital assets” (generally, property held for
investment) under the Internal Revenue Code of 1986, as amended (the “Code”), and that acquired the securities pursuant
to this offering (or, in the case of Class A common stock, upon exercise of warrants so acquired). No ruling from the IRS has
been or will be sought regarding any matter discussed herein. No assurance can be given that the IRS would not assert, or that
a court would not sustain a position contrary to any of the tax aspects set forth below.
For
purposes of this summary, a “U.S. Holder” is a beneficial holder of securities who or that, for U.S. federal income
tax purposes is:
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an
individual who is a United States citizen or resident of the United States;
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a
corporation or other entity treated as a corporation for United States federal income
tax purposes created in, or organized under the law of, the United States or any state
or political subdivision thereof;
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an
estate the income of which is includible in gross income for United States federal income
tax purposes regardless of its source; or
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a
trust (A) the administration of which is subject to the primary supervision of a United
States court and which has one or more United States persons (within the meaning of the
Code) who have the authority to control all substantial decisions of the trust or (B)
that has in effect a valid election under applicable Treasury regulations to be treated
as a United States person.
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A
“non-U.S. Holder” is a beneficial holder of shares who or that is neither a U.S. Holder nor a partnership for U.S.
federal income tax purposes.
If
a partnership (including an entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds our securities,
the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of
the partner, member or other beneficial owner, the activities of the partnership and certain determinations made at the partner,
member or other beneficial owner level. If you are a partner, member or other beneficial owner of a partnership holding our securities,
you are urged to consult your tax advisor regarding the tax consequences of the ownership and disposition of our securities.
THIS
DISCUSSION OF U.S. FEDERAL INCOME TAX CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE. WE URGE PROSPECTIVE
HOLDERS TO CONSULT THEIR TAX ADVISORS CONCERNING THE U.S. FEDERAL INCOME TAX CONSEQUENCES TO THEM OF OWNING AND DISPOSING OF OUR
SECURITIES, AS WELL AS THE APPLICATION OF ANY, STATE, LOCAL AND NON-U.S. INCOME, ESTATE AND OTHER TAX CONSIDERATIONS.
Personal
Holding Company Status
We
would be subject to a second level of U.S. federal income tax on a portion of our income if we are determined to be a personal
holding company, or PHC, for U.S. federal income tax purposes. A U.S. corporation will generally be classified as a PHC for U.S.
federal income tax purposes in a given taxable year if (1) at any time during the last half of such taxable year, five or fewer
individuals (without regard to their citizenship or residency and including as individuals for this purpose certain entities such
as certain tax-exempt organizations, pension funds, and charitable trusts) own or are deemed to own (pursuant to certain constructive
ownership rules) more than 50% of the stock of the corporation by value and (2) at least 60% of the corporation’s adjusted
ordinary gross income, as determined for U.S. federal income tax purposes, for such taxable year consists of PHC income (which
includes, among other things, dividends, interest, certain royalties, annuities and, under certain circumstances, rents).
Depending
on the date and size of our initial business combination, it is possible that at least 60% of our adjusted ordinary gross income
may consist of PHC income as discussed above. In addition, depending on the concentration of our stock in the hands of individuals,
including the members of our sponsor and certain tax-exempt organizations, pension funds, and charitable trusts, it is possible
that more than 50% of our stock will be owned or deemed owned (pursuant to the constructive ownership rules) by five or fewer
such persons during the last half of a taxable year. Thus, no assurance can be given that we will not become a PHC following this
offering or in the future. If we are or were to become a PHC in a given taxable year, we would be subject to an additional PHC
tax, currently 20%, on our undistributed PHC income, which generally includes our taxable income, subject to certain adjustments.
General
Treatment of Units
There
is no authority directly addressing the treatment, for U.S. federal income tax purposes, of instruments with terms substantially
the same as the units and, therefore, their treatment is not entirely clear. The acquisition of a unit should be treated for U.S.
federal income tax purposes as the acquisition of one share of our Class A common stock and one warrant to acquire one share of
our Class A common stock. We intend to treat the acquisition of a unit in this manner and, by purchasing a unit, you agree to
adopt such treatment for tax purposes. Each holder of a unit must allocate the purchase price paid by such holder for such unit
between the share of Class A common stock and the one warrant based on their respective relative fair market values. A holder’s
initial tax basis in the Class A common stock and the one warrant included in each unit should equal the portion of the purchase
price of the unit allocated thereto. The separation of the Class A common stock and one warrant constituting a unit
should not be a taxable event for U.S. federal income tax purposes.
The
foregoing treatment of the units and a holder’s purchase price allocation are not binding on the IRS or the courts. Because
there is no authority that directly addresses instruments that are similar to the units, no assurance can be given that the IRS
or the courts will agree with the characterization described above or the discussion below. Each prospective investor is urged
to consult its tax advisors regarding the U.S. federal, state, local and any foreign tax consequences of an investment in a unit
(including alternative characterizations of a unit and its components). The following discussion is based on the assumption that
the characterization of the Class A common stock and warrants and the allocation described above are respected for U.S. federal
income tax purposes.
U.S.
Holders
Taxation
of Distributions
If
we pay distributions to U.S. Holders of shares of our Class A common stock, such distributions will constitute dividends for U.S.
federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S.
federal income tax principles. Distributions in excess of current and accumulated earnings and profits will constitute a return
of capital that will be applied against and reduce (but not below zero) the U.S. Holder’s adjusted tax basis in our Class
A common stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Class A common stock
and will be treated as described under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable Disposition
of Class A common Stock” below.
Dividends
we pay to a U.S. Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite
holding period is satisfied. With certain exceptions (including dividends treated as investment income for purposes of investment
interest deduction limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate
U.S. Holder will generally constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded
to long-term capital gains. It is unclear whether the redemption rights with respect to the Class A common stock described in
this prospectus may prevent a U.S. Holder from satisfying the applicable holding period requirements with respect to the dividends
received deduction or the preferential tax rate on qualified dividend income, as the case may be.
Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock
A
U.S. Holder will recognize gain or loss on the sale, taxable exchange or other taxable disposition (which would include a dissolution
and liquidation in the event we do not complete an initial business combination within the requested time period) of our Class
A common stock. Any such gain or loss will be capital gain or loss, and will be long-term capital gain or loss if the U.S. Holder’s
holding period for the Class A common stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights
with respect to the Class A common stock described in this prospectus may suspend the running of the applicable holding period
for this purpose. The amount of gain or loss recognized will generally be equal to the difference between (1) the sum of the amount
of cash and the fair market value of any property received in such disposition (or, if the Class A common stock is held as part
of a unit at the time of the disposition, the portion of the amount realized on such disposition that is allocated to the Class
A common stock based upon the then fair market values of the Class A common stock and the warrant included in the unit) and (2)
the U.S. Holder’s adjusted tax basis in its Class A common stock so disposed of. A U.S. Holder’s adjusted tax basis
in its Class A common stock will generally equal the U.S. Holder’s acquisition cost (that is, as discussed above, the portion
of the purchase price of a unit allocated to a share of Class A common stock or, as discussed below, the U.S. Holder’s initial
basis for Class A common stock received upon exercise of a warrant) less any prior distributions treated as a return of capital.
The deductibility of capital losses is subject to limitations.
Redemption
of Class A Common Stock
In
the event that a U.S. Holder’s Class A common stock is redeemed pursuant to the redemption provisions described in this
prospectus under “Description of Securities—Common Stock”, the treatment of the transaction for U.S. federal
income tax purposes will depend on whether the redemption qualifies as sale of the Class A common stock under Section 302 of the
Code. If the redemption qualifies as a sale of Class A common stock under the tests described below, the tax consequences to the
U.S. Holder will be the same as described under “U.S. Holders—Gain or Loss on Sale, Taxable Exchange or Other Taxable
Disposition of Class A Common Stock” above. If the redemption does not qualify as a sale of Class A common stock, the U.S.
Holder will be treated as receiving a corporate distribution, the tax consequences of which are described above under “U.S.
Holders—Taxation of Distributions”. Whether the redemption qualifies for sale treatment will depend primarily on the
total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively owned by the U.S. Holder
as a result of owning warrants) both before and after the redemption. The redemption of Class A common stock will generally be
treated as a sale of the Class A common stock (rather than as a corporate distribution) if the redemption (1) is “substantially
disproportionate” with respect to the U.S. Holder, (2) results in a “complete termination” of the U.S. Holder’s
interest in us or (3) is “not essentially equivalent to a dividend” with respect to the U.S. Holder. These tests are
explained more fully below.
In
determining whether any of the foregoing tests are satisfied, a U.S. Holder takes into account not only stock actually owned by
the U.S. Holder, but also shares of our stock that are constructively owned by it. A U.S. Holder may constructively own, in addition
to stock owned directly, stock owned by certain related individuals and entities in which the U.S. Holder has an interest or that
have an interest in such U.S. Holder, as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which
would generally include Class A common stock which could be acquired pursuant to the exercise of the warrants. A redemption of
a U.S. Holder’s stock will be substantially disproportionate with respect to the U.S. Holder if the percentage of our outstanding
voting stock actually and constructively owned by the U.S. Holder immediately following the redemption of Class A common stock
is, among other requirements, less than 80% of the percentage of our outstanding voting stock actually and constructively owned
by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if
either (1) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (2) all of the
shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives
in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively
own any other stock (including any stock constructively owned by the U.S. Holder as a result of owning warrants). The redemption
of the Class A common stock will not be essentially equivalent to a dividend if the redemption results in a “meaningful
reduction” of the U.S. Holder’s proportionate interest in us. Whether the redemption will result in a meaningful reduction
in a U.S. Holder’s proportionate interest in us will depend on the particular facts and circumstances. The IRS has indicated
in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly
held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S.
Holder is urged to consult its tax advisors as to the tax consequences of a redemption, including the application of the constructive
ownership rules described above.
If
none of the foregoing tests is satisfied, the redemption will be treated as a corporate distribution, the tax consequences of
which are described under “U.S. Holders—Taxation of Distributions,” above. After the application of those rules,
any remaining tax basis of the U.S. Holder in the redeemed Class A common stock should be added to the U.S. Holder’s adjusted
tax basis in its remaining stock, or, if it has none, to the U.S. Holder’s adjusted tax basis in its warrants or possibly
in other stock constructively owned by it.
Exercise
or Lapse of a Warrant
Except
as discussed below with respect to the cashless exercise of a warrant, a U.S. Holder will not recognize gain or loss upon the
exercise of a warrant. The U.S. Holder’s tax basis in the share of our Class A common stock received upon exercise of the
warrant will generally be an amount equal to the sum of the U.S. Holder’s initial investment in the warrant (i.e., the portion
of the U.S. Holder’s purchase price for a unit that is allocated to the warrant, as described above under “—General
Treatment of Units”) and the exercise price of such warrant. It is unclear whether a U.S. Holder’s holding period
for the Class A common stock would commence on the date of exercise of the warrant or the day following the date of exercise of
the warrant; however, in either case the holding period will not include the period during which the U.S. Holder held the warrants.
If a warrant is allowed to lapse unexercised, a U.S. Holder generally will recognize a capital loss equal to such holder’s
tax basis in the warrant.
The
tax consequences of a cashless exercise of a warrant are not clear under current tax law. A cashless exercise may be nontaxable,
either because the exercise is not a realization event or because the exercise is treated as a recapitalization for U.S. federal
income tax purposes. In either situation, a U.S. Holder’s tax basis in the Class A common stock received would generally
equal the holder’s tax basis in the warrant. If the cashless exercise were treated as not being a realization event, it
is unclear whether a U.S. Holder’s holding period for the Class A common stock would commence on the date of exercise of
the warrant or the day following the date of exercise of the warrant. If, however, the cashless exercise were treated as a recapitalization,
the holding period of the Class A common stock would include the holding period of the warrant.
It
is also possible that a cashless exercise could be treated as a taxable exchange in which gain or loss is recognized. In such
event, a U.S. Holder would be deemed to have surrendered a number of warrants having a value equal to the exercise price. The
U.S. Holder would recognize capital gain or loss in an amount equal to the difference between the fair market value of the Class
A common stock represented by the warrants deemed surrendered and the U.S. Holder’s tax basis in the warrants deemed surrendered.
In this case, a U.S. Holder’s tax basis in the Class A common stock received would equal the sum of the U.S. Holder’s
initial investment in the warrants exercised (i.e., the portion of the U.S. Holder’s purchase price for the units that is
allocated to the warrant, as described above under ’’—General Treatment of Units’’) and the exercise
price of such warrants. It is unclear whether a U.S. Holder’s holding period for the Class A common stock would commence
on the date of exercise of the warrant or the day following the date of exercise of the warrant.
Due
to the absence of authority on the U.S. federal income tax treatment of a cashless exercise, including when a U.S. Holder’s
holding period would commence with respect to the Class A common stock received, there can be no assurance which, if any, of the
alternative tax consequences and holding periods described above would be adopted by the IRS or a court of law. Accordingly, U.S.
Holders are urged to consult their tax advisors regarding the tax consequences of a cashless exercise.
Sale,
Taxable Exchange, Redemption or Expiration of a Warrant
Upon
a sale, taxable exchange (other than by exercise), redemption, or expiration of a warrant, a U.S. Holder will recognize taxable
gain or loss in an amount equal to the difference between (1) the amount realized upon such disposition or expiration (or, if
the warrant is held as part of a unit at the time of the disposition of the unit, the portion of the amount realized on such disposition
that is allocated to the warrant based on the then fair market values of the warrant and the Class A common stock constituting
such unit) and (2) the U.S. Holder’s tax basis in the warrant (that is, the portion of the U.S. Holder’s purchase
price for a unit that is allocated to the warrant, as described above under “—General Treatment of Units”).
Such gain or loss will generally be treated as long-term capital gain or loss if the warrant is held by the U.S. Holder for more
than one year at the time of such disposition or expiration. The deductibility of capital losses is subject to certain limitations.
Possible
Constructive Distributions
The
terms of each warrant provide for an adjustment to the number of shares of Class A common stock for which the warrant may be exercised
or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description
of Securities—Warrants—Public Stockholders’ Warrants.” An adjustment which has the effect of preventing
dilution is generally not a taxable event. Nevertheless, a U.S. Holder of warrants would be treated as receiving a constructive
distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings
and profits (e.g., through an increase in the number of shares of Class A common stock that would be obtained upon exercise) as
a result of a distribution of cash to the holders of shares of our Class A common stock which is taxable to such U.S. Holders
as described under “U.S. Holders—Taxation of Distributions” above. Such constructive distribution would be subject
to tax as described under that section in the same manner as if such U.S. Holder received a cash distribution from us equal to
the fair market value of such increased interest.
Information
Reporting and Backup Withholding
In
general, information reporting requirements may apply to dividends (including constructive dividends) paid to a U.S. Holder and
to the proceeds of the sale or other disposition of our units, shares of Class A common stock and warrants, unless the U.S. Holder
is an exempt recipient. Backup withholding may apply to such payments if the U.S. Holder fails to provide a taxpayer identification
number (generally, on a properly completed IRS Form W-9) or a certification of exempt status, or has been notified by the IRS
that it is subject to backup withholding (and such notification has not been withdrawn).
Backup
withholding is not an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a refund or a
credit against a U.S. Holder’s U.S. federal income tax liability provided the required information is timely furnished to
the IRS.
Non-U.S.
Holders
Taxation
of Distributions
In
general, any distributions (including constructive distributions) we make to a non-U.S. Holder of shares of our Class A common
stock, to the extent paid out of our current or accumulated earnings and profits (as determined under U.S. federal income tax
principles), will constitute dividends for U.S. federal income tax purposes and, provided such dividends are not effectively connected
with the non-U.S. Holder’s conduct of a trade or business within the United States, we will be required to withhold tax
from the gross amount of the dividend at a rate of 30%, unless such non-U.S. Holder is eligible for a reduced rate of or exemption
from withholding tax under an applicable income tax treaty between the United States and the Non-U.S. Holder’s country of
residence and provides properly executed certification of its eligibility for such reduced rate or exemption (usually on an IRS
Form W-8BEN or W-8BEN-E, as applicable). Such form must be provided prior to the payment of dividends and must be updated periodically.
If a Non-U.S. Holder holds stock through a financial institution or other agent acting on the holder’s behalf, the holder
will be required to provide appropriate documentation to such agent. The holder’s agent may then be required to provide
certification to the applicable withholding agent, either directly or through other intermediaries. If you are eligible for a
reduced rate of U.S. withholding tax under an income tax treaty, you should consult with your own tax advisor to determine if
you are able to obtain a refund or credit of any excess amounts withheld by timely filing an appropriate claim for a refund with
the IRS. In the case of any constructive dividend, it is possible that this tax would be withheld from any amount owed to a non-U.S.
Holder by the applicable withholding agent, including cash distributions on other property or sale proceeds from warrants or other
property subsequently paid or credited to such holder. Any distribution not constituting a dividend will be treated first as reducing
(but not below zero) the non-U.S. Holder’s adjusted tax basis in its shares of our Class A common stock and, to the extent
such distribution exceeds the non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition
of the Class A common stock, which will be treated as described under “Non-U.S. Holders—Gain on Sale, Taxable Exchange
or Other Taxable Disposition of Class A Common Stock and Warrants” below. In addition, if we determine that we are classified
as a “United States real property holding corporation” (see “Non-U.S. Holders—Gain on Sale, Taxable Exchange
or Other Taxable Disposition of Class A common Stock and Warrants” below), we will withhold 15% of any distribution that
exceeds our current and accumulated earnings and profits.
Dividends
we pay to a non-U.S. Holder that are effectively connected with such non-U.S. Holder’s conduct of a trade or business within
the United States (or if a tax treaty applies are attributable to a U.S. permanent establishment or fixed base maintained by the
non-U.S. Holder) will generally not be subject to U.S. withholding tax, provided such non-U.S. Holder complies with certain certification
and disclosure requirements (usually by providing an IRS Form W-8ECI). Instead, such dividends will generally be subject to U.S.
federal income tax, net of certain deductions, at the same graduated individual or corporate rates applicable to U.S. Holders.
If the non-U.S. Holder is a corporation, dividends that are effectively connected income may also be subject to a “branch
profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty).
Exercise
or Lapse of a Warrant
The
U.S. federal income tax treatment of a non-U.S. Holder’s exercise of a warrant, or the lapse of a warrant held by a non-U.S.
Holder, generally will correspond to the U.S. federal income tax treatment of the exercise or lapse of a warrant by a U.S. Holder,
as described under “U.S. Holders—Exercise or Lapse of a Warrant” above, although to the extent a cashless exercise
results in a taxable exchange, the tax consequences to the non-U.S. Holder would be the same as those described below in “Non-U.S.
Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants.”
Gain
on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants
Subject
to the discussions below under “Non-U.S. Holders—Foreign Account Tax Compliance Act” and “Non-U.S. Holders—Information
Reporting and Backup Withholding,” a non-U.S. Holder will generally not be subject to U.S. federal income or withholding
tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our Class A common stock, which
would include a dissolution and liquidation in the event we do not complete an initial business combination within 24 months from
the closing of this offering, or warrants (including an expiration or redemption of our warrants), in each case without regard
to whether those securities were held as part of a unit, unless:
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the
gain is effectively connected with the conduct of a trade or business by the non-U.S.
Holder within the United States (and, if an applicable tax treaty so requires, is attributable
to a U.S. permanent establishment or fixed base maintained by the non-U.S. Holder);
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the
non-U.S. Holder is an individual who is present in the United States for 183 days or
more in the taxable year of disposition and certain other conditions are met; or
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we
are or have been a “United States real property holding corporation” for
U.S. federal income tax purposes at any time during the shorter of the five-year period
ending on the date of disposition or the period that the non-U.S. Holder held our Class
A common stock, and, in the case where shares of our Class A common stock are regularly
traded on an established securities market, the non-U.S. Holder has owned, directly or
constructively, more than 5% of our common stock at any time within the shorter of the
five-year period preceding the disposition or such non-U.S. Holder’s holding period
for the shares of our Class A common stock. There can be no assurance that our Class
A common stock will be treated as regularly traded on an established securities market
for this purpose.
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Gain
described in the first bullet point above will be subject to tax at generally applicable U.S. federal income tax rates. Any gains
described in the first bullet point above of a non-U.S. Holder that is a foreign corporation may also be subject to an additional
“branch profits tax” at a 30% rate (or lower applicable treaty rate). Gain described in the second bullet point above
will generally be subject to a flat 30% U.S. federal income tax. Non-U.S. Holders are urged to consult their tax advisors regarding
possible eligibility for benefits under income tax treaties and the availability of U.S. source capital losses to offset gain
described in the second bullet point.
If
the third bullet point above applies to a non-U.S. Holder, gain recognized by such holder on the sale, taxable exchange or other
disposition of our Class A common stock or warrants will be subject to tax at generally applicable U.S. federal income tax rates.
In addition, a buyer of our Class A common stock or warrants from such holder may be required to withhold U.S. income tax at a
rate of 15% of the amount realized upon such disposition. We cannot determine whether we will be a United States real property
holding corporation in the future until we complete an initial business combination. We will be classified as a United States
real property holding corporation if the fair market value of our “United States real property interests” equals or
exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held for
use in a trade or business, as determined for U.S. federal income tax purposes. If we are or have been a “United States
real property holding corporation” you are urged to consult your own tax advisors regarding the application of these rules.
Possible
Constructive Distributions
The
terms of each warrant provide for an adjustment to the number of shares of Class A common stock for which the warrant may be exercised
or to the exercise price of the warrant in certain events, as discussed in the section of this prospectus captioned “Description
of Securities—Warrants—Public Stockholders’ Warrants.” An adjustment which has the effect of preventing
dilution is generally not a taxable event. Nevertheless, a non-U.S. Holder of warrants would be treated as receiving a constructive
distribution from us if, for example, the adjustment increases the holder’s proportionate interest in our assets or earnings
and profits (e.g., through an increase in the number of shares of Class A common stock that would be obtained upon exercise) as
a result of a distribution of cash to the holders of shares of our Class A common stock which is taxable to such non-U.S. Holders
as described under “Non-U.S. Holders—Taxation of Distributions” above. A non-U.S. Holder would be subject to
U.S. federal income tax withholding under that section in the same manner as if such non-U.S. Holder received a cash distribution
from us equal to the fair market value of such increased interest without any corresponding receipt of cash.
Redemption
of Class A Common Stock
The
characterization for U.S. federal income tax purposes of the redemption of a non-U.S. Holder’s Class A common stock pursuant
to the redemption provisions described in this prospectus under “Description of Securities—Common Stock” will
generally correspond to the U.S. federal income tax characterization of such a redemption of a U.S. Holder’s Class A common
stock, as described under “U.S. Holders—Redemption of Class A Common Stock” above, and the consequences of the
redemption to the non-U.S. Holder will be as described above under “Non-U.S. Holders—Taxation of Distributions”
and “Non-U.S. Holders—Gain on Sale, Taxable Exchange or Other Taxable Disposition of Class A Common Stock and Warrants,”
as applicable.
Foreign
Account Tax Compliance Act
Sections
1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly referred
as the “Foreign Account Tax Compliance Act” or “FATCA”) generally impose withholding at a rate of 30%
in certain circumstances on dividends in respect of, and, after December 31, 2018, gross proceeds from the sale or other disposition
of, our securities which are held by or through certain foreign financial institutions (including investment funds), unless any
such institution (1) enters into, and complies with, an agreement with the IRS to report, on an annual basis, information with
respect to interests in, and accounts maintained by, the institution that are owned by certain U.S. persons and by certain non-U.S.
entities that are wholly or partially owned by U.S. persons and to withhold on certain payments, or (2) if required under an intergovernmental
agreement between the United States and an applicable foreign country, reports such information to its local tax authority, which
will exchange such information with the U.S. authorities. An intergovernmental agreement between the United States and an applicable
foreign country may modify these requirements. Accordingly, the entity through which our securities are held will affect the determination
of whether such withholding is required. Similarly, dividends in respect of, and, after December 31, 2018, gross proceeds from
the sale or other disposition of, our securities held by an investor that is a non-financial non-U.S. entity that does not qualify
under certain exceptions will generally be subject to withholding at a rate of 30%, unless such entity either (1) certifies to
us or the applicable withholding agent that such entity does not have any “substantial United States owners” or (2)
provides certain information regarding the entity’s “substantial United States owners,” which will in turn be
provided to the U.S. Department of Treasury. We will not pay any additional amounts to holders in respect of any amounts withheld,
including pursuant to FATCA. Under certain circumstances, you may be eligible for refunds or credits of such taxes. Prospective
investors should consult their tax advisors regarding the possible implications of FATCA on their investment in our securities.
Information
Reporting and Backup Withholding
Information
returns will be filed with the IRS in connection with payments of dividends (including constructive dividends) and the proceeds
from a sale or other disposition of our units, shares of Class A common stock and warrants. A non-U.S. Holder may have to comply
with certification procedures to establish that it is not a United States person in order to avoid information reporting and backup
withholding requirements (for example, by properly certifying your non-U.S. status on an IRS Form W-8BEN, IRS Form W-8BEN-E or
other applicable IRS Form W-8, as applicable). The certification procedures required to claim a reduced rate of withholding under
a treaty generally will satisfy the certification requirements necessary to avoid the backup withholding as well. Generally, U.S.
information reporting and backup withholding requirements will not apply to a payment of disposition proceeds to a Non-U.S. Holder
where the transaction is effected outside the United States through a non-U.S. office of a non-U.S. broker. Information reporting
and backup withholding requirements may, however, apply to a payment of disposition proceeds if the broker has actual knowledge,
or reason to know, that the holder is, in fact, a U.S. person. For information reporting purposes, certain brokers with substantial
U.S. ownership or operations will generally be treated in a manner similar to U.S. brokers. Backup withholding is not an additional
tax. The amount of any backup withholding from a payment to a non-U.S. Holder will be allowed as a credit against such holder’s
U.S. federal income tax liability and may entitle such holder to a refund, provided that the required information is timely furnished
to the Internal Revenue Service.
UNDERWRITING
(CONFLICTS OF INTEREST)
Under the terms and subject to the conditions
in an underwriting agreement dated the date of this prospectus, the underwriters named below, for whom Merrill Lynch, Pierce,
Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc. are acting as representatives,
have severally agreed to purchase, and we have agreed to sell to them, severally, the number of units indicated below:
|
Name
|
|
Number of Units
|
|
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
|
|
|
6,750,000
|
|
|
Morgan Stanley & Co. LLC
|
|
|
6,750,000
|
|
|
Macquarie Capital (USA) Inc.
|
|
|
5,900,000
|
|
|
I - Bankers Securities, Inc.
|
|
|
600,000
|
|
|
Total:
|
|
|
20,000,000
|
|
The underwriters and the representatives
are collectively referred to as the “underwriters” and the “representatives,” respectively. The underwriters
are offering the units subject to their acceptance of the units from us and subject to prior sale. The underwriting agreement
provides that the obligations of the several underwriters to pay for and accept delivery of the units offered by this prospectus
are subject to the approval of certain legal matters by their counsel and to certain other conditions. The underwriters are obligated
to take and pay for all of the units offered by this prospectus if any such units are taken. However, the underwriters are not
required to take or pay for the units covered by the underwriters’ option to purchase additional units described below.
The underwriters initially propose to offer
the units directly to the public at the offering price listed on the cover page of this prospectus and to selling group members
at that price less a selling concession of $ per unit. After the initial offering of
the units, the offering price and other selling terms may from time to time be varied by the representatives.
We have granted to the underwriters an option,
exercisable for 45 days from the date of this prospectus, to purchase up to 3,000,000 additional units at the public offering
price listed on the cover page of this prospectus, less underwriting discounts and commissions. The underwriters may exercise
this option solely for the purpose of covering over-allotments, if any, made in connection with the offering of the units offered
by this prospectus. To the extent the option is exercised, each underwriter will become obligated, subject to certain conditions,
to purchase about the same percentage of the additional units as the number listed next to the underwriter’s name in the
preceding table bears to the total number of units listed next to the names of all underwriters in the preceding table.
The following table shows the per unit and
total public offering price, underwriting discounts and commissions, and proceeds before expenses to us. These amounts are shown
assuming both no exercise and full exercise of the underwriters’ option to purchase up to an additional 3,000,000 units.
|
|
|
|
|
|
Total
|
|
|
|
|
Per Unit
|
|
|
No Exercise
|
|
|
Full Exercise
|
|
|
Public offering price
|
|
$
|
10.00
|
|
|
$
|
200,000,000
|
|
|
$
|
230,000,000
|
|
|
Underwriting discounts and commissions to be paid by us (1)
|
|
$
|
0.55
|
|
|
$
|
11,000,000
|
|
|
$
|
12,650,000
|
|
|
Proceeds, before expenses, to us (1)
|
|
$
|
9.45
|
|
|
$
|
189,000,000
|
|
|
$
|
217,350,000
|
|
(1) Includes $0.35 per unit, or approximately
$7,000,000 (or $8,050,000 if the option to purchase additional units is exercised in full) in deferred underwriting commissions
payable to the underwriters to be placed in a trust account located in the United States with Continental Stock Transfer &
Trust Company acting as trustee as described herein. The deferred underwriting commissions will be released to the underwriters
only on completion of our initial business combination, in an amount equal to $0.35 multiplied by the number of shares of common
stock sold as part of the units in this offering, as described in this prospectus.
The estimated offering expenses payable
by us, exclusive of the underwriting discounts and commissions, are approximately $1,000,000. We have agreed to reimburse the
underwriters for certain out-of-pocket expenses of the underwriters, including the fees and disbursements of underwriters’ counsel,
in an aggregate amount not to exceed $141,000.
If we do not complete our initial business
combination within 24 months from the closing of this offering (as such period may be extended by the stockholders), the underwriters
have agreed that (i) they will forfeit any rights or claims to their deferred underwriting discounts and commissions including
any accrued interest thereon, then in the trust account and (ii) that the deferred underwriters’ discounts and commissions
will be distributed on a pro rata basis, together with any accrued interest thereon (which interests shall be net of taxes payable
and any amounts released to us to fund working capital requirements).
The underwriters have informed us that they
do not intend sales to discretionary accounts to exceed 5% of the total number of units offered by them.
We have applied to have our units listed
on Nasdaq under the trading symbol “BWMCU.” We cannot guarantee that our securities will be approved for listing on
Nasdaq. Once the securities comprising the units begin separate trading, we expect that the common stock and warrants will be
listed on Nasdaq under the symbols “BWMC” and “BWMCW,” respectively.
We, our sponsor and our officers, directors
and director nominees have agreed that, without the prior written consent of the representatives on behalf of the underwriters,
we and they will not, during the period ending 180 days after the date of this prospectus (the “restricted period”),
offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant
any option, right or warrant to purchase, lend or otherwise transfer or dispose of, directly or indirectly, any units, warrants,
shares of common stock or any securities convertible into or exercisable or exchangeable for shares of common stock; provided,
however, that our officers, directors and director nominees may transfer securities during the restricted period pursuant to the
exceptions described herein under “Principal Stockholders – Transfers of Founder Shares and Private Placement Securities,”
and we may (1) issue and sell the private placement securities, (2) issue and sell the additional units to cover our underwriters’
option to purchase additional units (if any) and (3) issue securities in connection with an initial business combination.
The representatives, in their sole discretion,
may release the units and other securities subject to the lock-up agreements described above in whole or in part at any time.
Our initial stockholders have agreed not
to transfer, assign or sell any of their founder shares until the earlier to occur of: (a) one year after the completion of our
initial business combination or (b) if, subsequent to our initial business combination, (x) the last reported closing price of
the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations,
recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our
initial business combination, or (y) the date on which we complete a liquidation, merger, stock exchange or other similar transaction
that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other
property, except with respect to permitted transferees as described herein under “Principal Stockholders — Transfers
of Founders Shares and Private Placement Securities.”
The private placement securities (including
the Class A common stock issuable upon exercise of the private placement warrants) will not be transferable, assignable or salable
until 30 days after the completion of our initial business combination (except with respect to permitted transferees as described
herein under “Principal Stockholders — Transfers of Founder Shares and Private Placement Securities”).
In order to facilitate the offering of the
units, the underwriters may engage in transactions that stabilize, maintain or otherwise affect the price of the units. Specifically,
the underwriters may sell more units than they are obligated to purchase under the underwriting agreement, creating a short position.
A short sale is covered if the short position is no greater than the number of units available for purchase by the underwriters
under the option to purchase additional units. The underwriters can close out a covered short sale by exercising the option to
purchase additional units or purchasing units in the open market. In determining the source of units to close out a covered short
sale, the underwriters will consider, among other things, the open market price of units compared to the price available under
the option to purchase additional units. The underwriters may also sell units in excess of the option to purchase additional units,
creating a naked short position. The underwriters must close out any naked short position by purchasing units in the open market.
A naked short position is more likely to be created if the underwriters are concerned that there may be downward pressure on the
price of the units in the open market after pricing that could adversely affect investors who purchase in this offering. As an
additional means of facilitating this offering, the underwriters may bid for, and purchase, units in the open market to stabilize
the price of the units. These activities may raise or maintain the market price of the units above independent market levels or
prevent or retard a decline in the market price of the units. The underwriters are not required to engage in these activities
and may end any of these activities at any time.
We and the underwriters have agreed to indemnify
each other against certain liabilities, including liabilities under the Securities Act.
Except as set forth below under the heading
“Right of First Refusal,” we are not under any contractual obligation to engage any of the underwriters to provide
any services for us after this offering, and have no present intent to do so. However, any of the underwriters may introduce us
to potential target businesses or assist us in raising additional capital in the future. If any of the underwriters provide services
to us after this offering, we may pay such underwriter fair and reasonable fees that would be determined at that time in an arm’s
length negotiation; provided that no agreement will be entered into with any of the underwriters and no fees for such services
will be paid to any of the underwriters prior to the date that is 90 days from the date of this prospectus, unless FINRA determines
that such payment would not be deemed underwriters’ compensation in connection with this offering and we may pay the underwriters
of this offering or any entity with which they are affiliated a finder’s fee or other compensation for services rendered
to us in connection with the completion of a business combination.
A prospectus in electronic format may be
made available on websites maintained by one or more underwriters, or selling group members, if any, participating in this offering.
The representatives may agree to allocate a number of units to underwriters for sale to their online brokerage account holders.
Internet distributions will be allocated by the representatives to underwriters that may make Internet distributions on the same
basis as other allocations.
The underwriters and their respective affiliates
are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment
banking, financial advisory, investment management, investment research, principal investment, hedging, financing and brokerage
activities. Certain of the underwriters and their respective affiliates may in the future perform, various financial advisory
and investment banking services for us, for which they will receive customary fees and expenses.
In addition, in the ordinary course of their
various business activities, the underwriters and their respective affiliates may make or hold a broad array of investments and
actively trade debt and equity securities (or related derivative securities) and financial instruments (including bank loans)
for their own account and for the accounts of their customers and may at any time hold long and short positions in such securities
and instruments. Such investment and securities activities may involve our securities and instruments. The underwriters and their
respective affiliates may also make investment recommendations or publish or express independent research views in respect of
such securities or instruments and may at any time hold, or recommend to clients that they acquire, long or short positions in
such securities and instruments.
Right of First Refusal
We have granted Macquarie Capital (USA)
Inc., an affiliate of our sponsor (and an underwriter in this offering), a right of first refusal for a period of 36 months from
the date of the commencement of sales of the public offering to act as one of potentially several banks which provide to us certain
financial advisory, underwriting, capital raising and other services for which it may receive a portion of the overall fees. The
amount of fees we pay to Macquarie Capital (USA) Inc. will be based upon the prevailing market for similar services rendered by
global full-service investment banks for such transactions at such time, and will be subject to the review of our Audit Committee
pursuant to the Audit Committee’s policies and procedures relating to transactions that may present conflicts of interest.
Private Placement Securities
The private placement securities to be acquired
by an affiliate of Macquarie Capital (USA) Inc., have been deemed compensation by FINRA and will be subject to lock-up restrictions,
as required by FINRA Rule 5110(g)(1) and may not be sold during the offering, or sold, transferred, assigned, pledged, or hypothecated,
or be the subject of any hedging, short sale, derivative, put, or call transaction that would result in the effective economic
disposition of such securities by any person for a period of 180 days immediately following the date of effectiveness of the registration
statement of which this prospectus forms a part or commencement of sales of the offering, except as provided in FINRA Rule 5110(g)(2).
Pursuant to FINRA Rule 5110 (f)(2)(G), the private placement warrants to be acquired by an affiliate of Macquarie Capital will
not be exercisable more than five years from the effective date of the registration statement of which this prospectus forms a
part.
Conflicts of Interest
An affiliate of Macquarie Capital (USA)
Inc., an underwriter in this offering, beneficially owns more than 10% of our outstanding common stock. As a result, Macquarie
Capital (USA) Inc. is deemed to have a “conflict of interest” within the meaning of Rule 5121 of FINRA. Accordingly,
this offering is being made in compliance with the applicable requirements of Rule 5121. Rule 5121 requires that a “qualified
independent underwriter,” as defined in Rule 5121, participate in the preparation of the registration statement and prospectus
and exercise the usual standards of due diligence with respect thereto.
Morgan Stanley & Co. LLC has agreed
to act as a “qualified independent underwriter” for this offering. Morgan Stanley & Co. LLC will not receive any
additional compensation for acting as a qualified independent underwriter. We have agreed to indemnify Morgan Stanley & Co.
LLC against certain liabilities incurred in connection with acting as a “qualified independent underwriter,” including
liabilities under the Securities Act. In addition, no underwriter with a conflict of interest will confirm sales to any account
over which it exercises discretionary authority without the specific prior written approval of the account holder.
Pricing of the Offering
Prior to this offering, there has been no
public market for our units or other securities. The initial public offering price was determined by negotiations between us and
the representatives. The determination of our per unit offering price was more arbitrary than would typically be the case if we
were an operating company. Among the factors considered in determining initial public offering price were the history and prospects
of companies whose principal business is the acquisition of other companies, prior offerings of those companies, our management,
our capital structure, and currently prevailing general conditions in equity securities markets, including current market valuations
of publicly traded companies considered comparable to our company. We cannot assure you, however, that the price at which the
units, shares of common stock or warrants will sell in the public market after this offering will not be lower than the initial
public offering price or that an active trading market in our units, shares of common stock or warrants will develop and continue
after this offering.
Selling Restrictions
European Economic Area
In relation to each Member State of the
European Economic Area which has implemented the Prospectus Directive (each, a “Relevant Member State”) an offer to
the public of our units may not be made in that Relevant Member State, except that an offer to the public in that Relevant Member
State of our units may be made at any time under the following exemptions under the Prospectus Directive, if they have been implemented
in that Relevant Member State:
(a) to
any legal entity which is a qualified investor as defined in the Prospectus Directive;
(b) to
fewer than 100 or, if the Relevant Member State has implemented the relevant provision of the 2010 PD Amending Directive, 150,
natural or legal persons (other than qualified investors as defined in the Prospectus Directive), as permitted under the Prospectus
Directive, subject to obtaining the prior consent of the representatives for any such offer; or
(c) in
any other circumstances falling within Article 3(2) of the Prospectus Directive, provided that no such offer of units shall result
in a requirement for the publication by us or any underwriter of a prospectus pursuant to Article 3 of the Prospectus Directive.
For the purposes of this provision, the
expression an “offer to the public” in relation to our units in any Relevant Member State means the communication
in any form and by any means of sufficient information on the terms of the offer and our units to be offered so as to enable an
investor to decide to purchase our units, as the same may be varied in that Member State by any measure implementing the Prospectus
Directive in that Member State, the expression “Prospectus Directive” means Directive 2003/71/EC (and amendments thereto,
including the 2010 PD Amending Directive, to the extent implemented in the Relevant Member State), and includes any relevant implementing
measure in the Relevant Member State, and the expression “2010 PD Amending Directive” means Directive 2010/73/EU.
United Kingdom
Each underwriter has represented and agreed
that:
(a) it
has only communicated or caused to be communicated and will only communicate or cause to be communicated an invitation or inducement
to engage in investment activity (within the meaning of Section 21 of the Financial Services and Markets Act 2000 (“FSMA”)
received by it in connection with the issue or sale of the units in circumstances in which Section 21(1) of the FSMA does not
apply to us; and
(b) it
has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relation to the
units in, from or otherwise involving the United Kingdom.
Japan
No registration pursuant to Article 4, paragraph
1 of the Financial Instruments and Exchange Law of Japan (Law No. 25 of 1948, as amended) (the “FIEL”) has been made
or will be made with respect to the solicitation of the application for the acquisition of the units.
Accordingly, the units have not been, directly
or indirectly, offered or sold and will not be, directly or indirectly, offered or sold in Japan or to, or for the benefit of,
any resident of Japan (which term as used herein means any person resident in Japan, including any corporation or other entity
organized under the laws of Japan) or to others for re-offering or re-sale, directly or indirectly, in Japan or to, or for the
benefit of, any resident of Japan except pursuant to an exemption from the registration requirements, and otherwise in compliance
with, the FIEL and the other applicable laws and regulations of Japan.
For Qualified Institutional Investors (“QII”)
Please note that the solicitation for newly-issued
or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the units constitutes either
a “QII only private placement” or a “QII only secondary distribution” (each as described in Paragraph
1, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph 1, Article
4 of the FIEL, has not been made in relation to the units. The units may only be transferred to QIIs.
For Non-QII Investors
Please note that the solicitation for newly-issued
or secondary securities (each as described in Paragraph 2, Article 4 of the FIEL) in relation to the units constitutes either
a “small number private placement” or a “small number private secondary distribution” (each as is described
in Paragraph 4, Article 23-13 of the FIEL). Disclosure regarding any such solicitation, as is otherwise prescribed in Paragraph
1, Article 4 of the FIEL, has not been made in relation to the units. The units may only be transferred en bloc without subdivision
to a single investor.
France
The prospectus (including any amendment,
supplement or replacement thereto) have not been prepared in connection with the offering of our units that has been approved
by the Autorité des marchés financiers or by the competent authority of another State that is a contracting party
to the Agreement on the European Economic Area and notified to the Autorité des marchés financiers; none of our
units have been offered or sold and will be offered or sold, directly or indirectly, to the public in France except to permitted
investors, or Permitted Investors, consisting of persons licensed to provide the investment service of portfolio management for
the account of third parties, qualified investors (investisseurs qualifiés) acting for their own account and/or corporate
investors meeting one of the four criteria provided in article D. 341-1 of the French Code Monétaire et Financier and belonging
to a limited circle of investors (cercle restreint d’investisseurs) acting for their own account, with “qualified
investors” and “limited circle of investors” having the meaning ascribed to them in Article L. 411-2, D. 411-1,
D. 411-2, D. 734-1, D. 744-1, D. 754-1 and D. 764-1 of the French Code Monétaire et Financier; none of this prospectus
or any other materials related to the offer or information contained therein relating to our units has been released, issued or
distributed to the public in France except to Permitted Investors; and the direct or indirect resale to the public in France of
our units acquired by any Permitted Investors may be made only as provided by articles L. 411-1, L. 411-2, L. 412-1 and L. 621-8
to L. 621-8-3 of the French Code Monétaire et Financier and applicable regulations thereunder.
Switzerland
Our units may not and will not be publicly
offered, distributed or re-distributed on a professional basis in or from Switzerland, and neither this prospectus nor any other
solicitation for investments in our units may be communicated or distributed in Switzerland in any way that could constitute a
public offering within the meaning of articles 652a or 1156 of the Swiss Federal Code of Obligations or of Article 2 of the Federal
Act on Investment Funds of March 18, 1994. This prospectus may not be copied, reproduced, distributed or passed on to others without
the underwriters’ and agents’ prior written consent. This prospectus is not a prospectus within the meaning of Articles
1156 and 652a of the Swiss Code of Obligations or a listing prospectus according to article 32 of the Listing Rules of the Swiss
exchange and may not comply with the information standards required thereunder. We will not apply for a listing of our units on
any Swiss stock exchange or other Swiss regulated market and this prospectus may not comply with the information required under
the relevant listing rules. Our units have not been and will not be approved by any Swiss regulatory authority. The units have
not been and will not be registered with or supervised by the Swiss Federal Banking Commission, and have not been and will not
be authorized under the Federal Act on Investment Funds of March 18, 1994. The investor protection afforded to acquirers of investment
fund certificates by the Federal Act on Investment Funds of March 18, 1994 does not extend to acquirers of our units.
Italy
The offering of the units has not been cleared
by the Italian Securities Exchange Commission (Commissione Nazionale per le Società e la Borsa, the “CONSOB”)
pursuant to Italian securities legislation and, accordingly, the units may not and will not be offered, sold or delivered, nor
may or will copies of this prospectus or any other documents relating to the units be distributed in Italy, except (i) to professional
investors (operatori qualificati), as defined in Article 31, second paragraph, of CONSOB Regulation No. 11522 of July 1, 1998,
as amended, (the “Regulation No. 11522”), or (ii) in other circumstances which are exempted from the rules on solicitation
of investments pursuant to Article 100 of Legislative Decree No. 58 of February 24, 1998 (the “Financial Service Act”)
and Article 33, first paragraph, of CONSOB Regulation No. 11971 of May 14, 1999, as amended.
Any offer, sale or delivery of the units
or distribution of copies of this prospectus or any other document relating to the units in Italy may and will be effected in
accordance with all Italian securities, tax, exchange control and other applicable laws and regulations, and, in particular, will
be: (i) made by an investment firm, bank or financial intermediary permitted to conduct such activities in Italy in accordance
with the Financial Services Act, Legislative Decree No. 385 of September 1, 1993, as amended (the “Italian Banking Law”),
Regulation No. 11522, and any other applicable laws and regulations; (ii) in compliance with Article 129 of the Italian Banking
Law and the implementing guidelines of the Bank of Italy; and (iii) in compliance with any other applicable notification requirement
or limitation which may be imposed by CONSOB or the Bank of Italy.
Any investor purchasing units in the offering
is solely responsible for ensuring that any offer or resale of the units it purchased in the offering occurs in compliance with
applicable laws and regulations.
The prospectus and the information contained
therein are intended only for the use of its recipient and, unless in circumstances which are exempted from the rules on solicitation
of investments pursuant to Article 100 of the “Financial Service Act” and Article 33, first paragraph, of CONSOB Regulation
No. 11971 of May 14, 1999, as amended, is not to be distributed, for any reason, to any third party resident or located in Italy.
No person resident or located in Italy other than the original recipients of this document may rely on it or its content.
Italy has only partially implemented the
Prospectus Directive, the provisions under the heading “Selling Restrictions—European Economic Area” above shall
apply with respect to Italy only to the extent that the relevant provisions of the Prospectus Directive have already been implemented
in Italy.
Insofar as the requirements above are based
on laws which are superseded at any time pursuant to the implementation of the Prospectus Directive, such requirements shall be
replaced by the applicable requirements under the Prospectus Directive.
Germany
The units will not be offered, sold or publicly
promoted or advertised in the Federal Republic of Germany other than in compliance with the German Securities Prospectus Act (Gesetz
über die Erstellung, Billigung und Veröffentlichung des Prospekts, der beim öffentlicken Angebot von Wertpapieren
oder bei der Zulassung von Wertpapieren zum Handel an einem organisierten Markt zu veröffenlichen ist — Wertpapierprospektgesetz)
as of June 22, 2005, effective as of July 1, 2005 as amended, or any other laws and regulations applicable in the Federal Republic
of Germany governing the issue, offering and sale of securities. No selling prospectus (Verkaufsprospekt) within the meaning of
the German Securities Selling Prospectus Act has been or will be registered within the Financial Supervisory Authority of the
Federal Republic of Germany or otherwise published in Germany.
The Netherlands
The units may not be offered, sold, transferred
or delivered, in or from the Netherlands, as part of the initial distribution or as part of any reoffering, and neither this prospectus
nor any other document in respect of the offering may be distributed in or from the Netherlands, other than to individuals or
legal entities who or which trade or invest in securities in the conduct of their profession or trade (which includes banks, investment
banks, securities firms, insurance companies, pension funds, other institutional investors and treasury departments and finance
companies of large enterprises), in which case, it must be made clear upon making the offer and from any documents or advertisements
in which a forthcoming offering of the units is publicly announced that the offer is exclusively made to such individuals or legal
entities.
China
The units may not be offered or sold directly
or indirectly to the public in the People’s Republic of China (China) and neither this prospectus, which has not been submitted
to the Chinese Securities and Regulatory Commission, nor any offering material or information contained herein relating to the
units, may be supplied to the public in China or used in connection with any offer for the subscription or sale of units to the
public in China. The units may only be offered or sold to China-related organizations which are authorized to engage in foreign
exchange business and offshore investment from outside of China. Such China-related investors may be subject to foreign exchange
control approval and filing requirements under the relevant Chinese foreign exchange regulations. For the purpose of this paragraph,
China does not include Taiwan and the special administrative regions of Hong Kong and Macau.
Hong Kong
The units have not been offered or sold
and will not be offered or sold in Hong Kong, by means of any document, other than (1) to “professional investors”
as defined in the Securities and Futures Ordinance (Cap. 571) of Hong Kong and any rules made under that Ordinance; or (2) in
other circumstances which do not result in the document being a “prospectus” as defined in the Companies Ordinance
(Cap. 32) of Hong Kong or which do not constitute an offer to the public within the meaning of that Ordinance; and there has not
been any advertisement, invitation or document relating to the units, whether in Hong Kong or elsewhere, which is directed at,
or the contents of which are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the
securities laws of Hong Kong) other than with respect to units which is or is intended to be disposed of only to persons outside
Hong Kong or only to “professional investors” as defined in the Securities and Futures Ordinance (Cap. 571) and any
rules made thereunder.
Singapore
This prospectus has not been registered
as a prospectus with the Monetary Authority of Singapore. Accordingly, this prospectus and any other document or material in connection
with the offer or sale, or invitation for subscription or purchase of the units may not be circulated or distributed, nor may
the units be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directly or indirectly,
to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act Chapter
289 of Singapore, or the SFA, (ii) to a relevant person, or any person pursuant to Section 275 (1A), and in accordance with the
conditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any
other applicable provision of the SFA, in each case subject to conditions set forth in the SFA.
Where the units are subscribed or purchased
under Section 275 of the SFA by a relevant person, which is:
(a) a
corporation (which is not an accredited investor) the sole business of which is to hold investments and the entire share capital
of which is owned by one or more individuals, each of whom is an accredited investor; or
(b) a
trust (where the trustee is not an accredited investor) whose sole purpose is to hold investments and each beneficiary is an accredited
investor, shares, debentures and units of shares and debentures of that corporation or the beneficiaries’ rights and interest
in that trust shall not be transferable for six months after that corporation or that trust has acquired the units under Section
275 of the SFA except:
(1) to
an institutional investor under Section 274 of the SFA or to a relevant person, or any person pursuant to Section 275(1A), and
in accordance with the conditions, specified in Section 275 of the SFA;
(2) where
no consideration is given for the transfer; or
(3) by
operation of law.
Australia
No prospectus, disclosure document, offering
material or advertisement in relation to the units has been lodged with the Australian Securities and Investments Commission or
the Australian Stock Exchange Limited. Accordingly, a person may not (a) make, offer or invite applications for the issue, sale
or purchase of units within, to or from Australia (including an offer or invitation which is received by a person in Australia)
or (b) distribute or publish this prospectus or any other prospectus, disclosure document, offering material or advertisement
relating to the units in Australia, unless (i) the minimum aggregate consideration payable by each offeree is the U.S. dollar
equivalent of at least A$500,000 (disregarding moneys lent by the offeror or its associates) or the offer otherwise does not require
disclosure to investors in accordance with Part 6D.2 of the Corporations Act 2001 (CWLTH) of Australia; and (ii) such action complies
with all applicable laws and regulations.
Canada
The units may be sold in Canada only to
purchasers purchasing, or deemed to be purchasing, as principal that are accredited investors, as defined in National Instrument
45-106 Prospectus Exemptions or subsection 73.3(1) of the Securities Act (Ontario), and are permitted clients, as defined in National
Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations. Any resale of the units must be made
in accordance with an exemption from, or in a transaction not subject to, the prospectus requirements of applicable securities
laws.
Securities legislation in certain provinces
or territories of Canada may provide a purchaser with remedies for rescission or damages if this prospectus (including any amendment
thereto) contains a misrepresentation, provided that the remedies for rescission or damages are exercised by the purchaser within
the time limit prescribed by the securities legislation of the purchaser’s province or territory. The purchaser should refer
to any applicable provisions of the securities legislation of the purchaser’s province or territory for particulars of these
rights or consult with a legal advisor.
Pursuant to section 3A.3 of National Instrument
33-105 Underwriting Conflicts (NI 33-105), the underwriters are not required to comply with the disclosure requirements of NI
33-105 regarding underwriter conflicts of interest in connection with this offering.
Dubai International Financial Centre
This prospectus relates to an Exempt Offer
in accordance with the Offered Securities Rules of the Dubai Financial Services Authority (“DFSA”). This prospectus
is intended for distribution only to persons of a type specified in the Offered Securities Rules of the DFSA. It must not be delivered
to, or relied on by, any other person. The DFSA has no responsibility for reviewing or verifying any documents in connection with
Exempt Offers. The DFSA has not approved this prospectus nor taken steps to verify the information set forth herein and has no
responsibility for the prospectus. The securities to which this prospectus relates may be illiquid and/or subject to restrictions
on their resale. Prospective purchasers of the securities offered should conduct their own due diligence on the securities. If
you do not understand the contents of this prospectus you should consult an authorized financial advisor.
LEGAL
MATTERS
Greenberg Traurig, LLP, New York, New York,
will pass upon certain legal matters for us in connection with the securities offered by this prospectus. Skadden, Arps, Slate,
Meagher & Flom LLP, Palo Alto, California, will represent the underwriters in this offering.
EXPERTS
The
financial statements of Boxwood Merger Corp. (formerly known as M Acquisition Company III Corporation) as of December 31, 2017
and for the period June 28, 2017 (inception) through December 31, 2017, appearing in this prospectus have been audited by Marcum
LLP, independent registered public accounting firm, as set forth in their report, thereon (which contains an explanatory paragraph
relating to substantial doubt about the ability of Boxwood Merger Corp. to continue as a going concern as described in Note 1
to the financial statements), appearing elsewhere in this prospectus, and are included in reliance on such report given on the
authority of such firm as an experts in auditing and accounting.
WHERE
YOU CAN FIND ADDITIONAL INFORMATION
We
have filed with the SEC a registration statement on Form S-1 under the Securities Act with respect to the securities we are offering
by this prospectus. This prospectus does not contain all of the information included in the registration statement. For further
information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with
the registration statement. Whenever we make reference in this prospectus to any of our contracts, agreements or other documents,
the references are materially complete but may not include a description of all aspects of such contracts, agreements or other
documents, and you should refer to the exhibits attached to the registration statement for copies of the actual contract, agreement
or other document.
Upon
completion of this initial public offering, we will be required to file annual, quarterly and current event reports, proxy statements
and other information with the SEC pursuant to the Exchange Act. You can read our SEC filings, including the registration statement,
over the Internet at the SEC’s website at www.sec.gov. You may also read and copy any document we file with the SEC at its
public reference facility at 100 F Street, N.E., Washington, D.C. 20549.
You
may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street,
N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference
facilities.
BOXWOOD
MERGER CORP.
(formerly
known as M ACQUISITION COMPANY III CORPORATION)
INDEX
TO FINANCIAL STATEMENTS
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Stockholder and the Board of Directors of
Boxwood Merger Corp.
Opinion
on the Financial Statements
We have audited the accompanying balance
sheet of Boxwood Merger Corp. (formerly known as M Acquisition Company III Corporation) (the “Company”) as of December
31, 2017, the related statements of operations, changes in stockholder’s equity (deficit) and cash flows for the period
from June 28, 2017 (inception) through December 31, 2017 and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position
of the Company as of December 31, 2017 and the results of its operations and its cash flows for the period from June 28, 2017
(inception) through December 13, 2017, in conformity with accounting principles generally accepted in the United States of America.
Explanatory
Paragraph – Going Concern
The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully
described in Note 1 to the financial statements, the Company’s business plan is dependent on the completion of a financing.
The Company’s cash and working capital as of December 31, 2017 are not sufficient to complete its planned activities. These
conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans
in regard to these matters are also described in Note 1 and 3. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Basis
for Opinion
These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audit. We are a public accounting firm registered with the Public Company
Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion.
Our
audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audit provides a reasonable basis for our opinion.
Marcum
LLP
We
have served as the Company’s auditor since 2018.
New
York, NY
August
27, 2018, except for Note 8, as to which the date is November 15, 2018
BOXWOOD
MERGER CORP.
(formerly
known as M Acquisition Company III Corporation)
BALANCE
SHEETS
|
|
|
September
30,
2018
|
|
|
December
31,
2017
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current asset
- cash
|
|
$
|
18,875
|
|
|
$
|
—
|
|
|
Deferred offering
costs
|
|
|
106,125
|
|
|
$
|
—
|
|
|
Total Assets
|
|
$
|
125,000
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
$
|
700
|
|
|
$
|
175
|
|
|
Promissory note
– related party
|
|
|
100,000
|
|
|
|
—
|
|
|
Total Current Liabilities
|
|
|
100,700
|
|
|
|
175
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholder’s Equity (Deficit)
|
|
|
|
|
|
|
|
|
|
Class F common stock, $0.0001 par value;
50,000,000 shares authorized; 7,187,500 shares issued and outstanding
(1)
|
|
|
719
|
|
|
|
719
|
|
|
Additional paid in capital
|
|
|
24,281
|
|
|
|
24,281
|
|
|
Stock subscription receivable
|
|
|
—
|
|
|
|
(25,000
|
)
|
|
Accumulated deficit
|
|
|
(700
|
)
|
|
|
(175
|
)
|
|
Total Stockholder’s Equity (Deficit)
|
|
|
24,300
|
|
|
|
(175
|
)
|
|
Total Liabilities and Stockholder’s
Equity (Deficit)
|
|
$
|
125,000
|
|
|
$
|
—
|
|
|
|
(1)
|
Included
an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not
exercised in full (see Notes 5 and 8).
|
The
accompanying notes are an integral part of the financial statements.
BOXWOOD
MERGER CORP.
(formerly
known as M Acquisition Company III Corporation)
STATEMENTS
OF OPERATIONS
|
|
|
Nine
Months Ended
September 30, 2018
(unaudited)
|
|
|
For
the Period
from June 28,
2017
(inception)
through
December 31,
2017
|
|
|
|
|
|
|
|
|
|
|
Formation
and operating costs
|
|
$
|
525
|
|
|
$
|
175
|
|
|
Net
loss
|
|
$
|
(525
|
)
|
|
$
|
(175
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average
shares outstanding, basic and diluted
(1)
|
|
|
6,250,000
|
|
|
|
6,250,000
|
|
|
Basic and
diluted net loss per common share
|
|
$
|
(0.00
|
)
|
|
$
|
(0.00
|
)
|
|
|
(1)
|
Excluded
an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not
exercised in full (see Notes 5 and 8).
|
The
accompanying notes are an integral part of the financial statements.
BOXWOOD
MERGER CORP.
(formerly
known as M Acquisition Company III Corporation)
STATEMENT
OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)
|
|
|
Common
Stock
|
|
|
Additional
Paid-in
|
|
|
Stock
Subscription
|
|
|
Accumulated
|
|
|
Total
Stockholder’s
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Receivable
|
|
|
Deficit
|
|
|
Equity (Deficit)
|
|
|
Balance – June 28, 2017 (inception)
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of founder shares to
Sponsor
|
|
|
7,187,500
|
|
|
|
719
|
|
|
|
24,281
|
|
|
|
(25,000
|
)
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(175
|
)
|
|
|
(175
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2017
|
|
|
7,187,500
|
|
|
|
719
|
|
|
|
24,281
|
|
|
|
(25,000
|
)
|
|
|
(175
|
)
|
|
|
(175
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock subscription received from issuance
of founder shares to Sponsor
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
25,000
|
|
|
|
—
|
|
|
|
25,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss (unaudited)
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
(525
|
)
|
|
|
(525
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance –
September 30, 2018
|
|
|
7,187,500
|
|
|
$
|
719
|
|
|
$
|
24,281
|
|
|
$
|
—
|
|
|
$
|
(700
|
)
|
|
$
|
24,300
|
|
|
|
(1)
|
Included
an aggregate of up to 937,500 shares subject to forfeiture to the extent that the underwriters’ over-allotment is not
exercised in full (see Notes 5 and 8).
|
The
accompanying notes are an integral part of the financial statements.
BOXWOOD
MERGER CORP.
(formerly
known as M Acquisition Company III Corporation)
STATEMENTS
OF CASH FLOWS
|
|
|
Nine
Months
Ended
September 30, 2018
(unaudited)
|
|
|
For the Period
from June 28,
2017 (inception)
through
December 31,
2017
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(525
|
)
|
|
$
|
(175
|
)
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
Accrued expenses
|
|
|
525
|
|
|
|
175
|
|
|
Net cash used in operating activities
|
|
|
—
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
|
|
|
Proceeds from issuance of founders shares to Sponsor
|
|
|
25,000
|
|
|
|
—
|
|
|
Proceeds from promissory note – related party
|
|
|
100,000
|
|
|
|
—
|
|
|
Payment of offering costs
|
|
|
(106,125
|
)
|
|
|
—
|
|
|
Net cash provided by financing
activities
|
|
|
18,875
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Change in Cash
|
|
|
18,875
|
|
|
|
—
|
|
|
Cash – Beginning
|
|
|
—
|
|
|
|
—
|
|
|
Cash – Ending
|
|
$
|
18,875
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash investing and financing activities:
|
|
|
|
|
|
|
|
|
|
Subscription receivable for ordinary shares
|
|
$
|
—
|
|
|
$
|
25,000
|
|
The
accompanying notes are an integral part of the financial statements.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL
STATEMENTS
NOTE
1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
Boxwood Merger Corp.
(formerly known as M Acquisition Company III Corporation) (the “Company”) is a blank check company incorporated in
Delaware on June 28, 2017. The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction
and amalgamation with, purchasing all or substantially all of the assets of, entering into contractual arrangements with, or engaging
in any other similar business combination with one or more businesses or entities (“Business Combination”). Although
the Company is not limited to a particular industry or geographic region for purposes of consummating a Business Combination,
the Company intends to focus on opportunities in the technical and industrial services sector of the United States.
At September 30,
2018, the Company had not yet commenced any operations. All activity through September 30, 2018 relates to the Company’s
formation and the Proposed Offering (as defined below). The Company has selected December 31 as its fiscal year end.
The Company’s
ability to commence operations is contingent upon obtaining adequate financial resources through a proposed initial public offering
of 20,000,000 units at $10.00 per unit (or 23,000,000 units if the underwriters’ option to purchase additional units is
exercised in full) (the “Units” and, with respect to the shares of Class A common stock included in the Units being
offered, the “Public Shares”), which is discussed in Note 3 (the “Proposed Offering”) and the sale of
250,000 units (the “Private Placement Units”) at a price of $10.00 per unit and 3,500,000 warrants (or 4,100,000 warrants
if the underwriters’ option to purchase additional units is exercised in full) (the “Private Placement Warrants” and
collectively with the Private Placement Units, the “Private Placement Securities”) at a price of $1.00 per warrant
in a private placement to Boxwood Sponsor LLC (the “Sponsor”) that will close simultaneously with the Proposed Offering.
The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Proposed
Offering and sale of the Private Placement Securities, although substantially all of the net proceeds are intended to be applied
generally toward consummating a Business Combination. The Business Combination must be with one or more target businesses that
together have a fair market value equal to at least 80% of the balance in the Trust Account (as defined below) (excluding any
deferred underwriting commissions and taxes payable on interest earned on the Trust Account) at the time of the signing of an
agreement to enter into a Business Combination. The Company will only complete a Business Combination if the post-Business Combination
company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest
in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940,
as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect
a Business Combination. Upon the closing of the Proposed Offering, management has agreed that $10.00 per Unit sold in the Proposed
Offering, including the proceeds of the sale of the Private Placement Securities, will be held in a trust account (“Trust
Account”) and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment
Company Act, with a maturity of 180 days or less, or in any open-ended investment company that holds itself out as a money market
fund meeting certain conditions of Rule 2a-7 of the Investment Company Act, as determined by the Company, until the earlier of:
(i) the consummation of a Business Combination or (ii) the distribution of the Trust Account as described below, except that interest
earned on the Trust Account can be released to pay the Company’s franchise and income tax obligations.
The
Company will provide its stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion
of a Business Combination either (i) in connection with a stockholder meeting called to approve the Business Combination or (ii)
by means of a tender offer. The decision as to whether the Company will seek stockholder approval of a Business Combination or
conduct a tender offer will be made by the Company, solely in its discretion. The stockholders will be entitled to redeem their
shares for a pro rata portion of the amount then on deposit in the Trust Account (initially approximately $10.00 per share, plus
any pro rata interest earned on the funds held in the Trust Account and not previously released to the Company for working capital
purposes or to pay its franchise and income tax obligations). The per-share amount to be distributed to stockholders who redeem
their Public Shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (see
Note 6). There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s
warrants. The common stock subject to redemption will be recorded at a redemption value and classified as temporary equity upon
the completion of the Proposed Offering, in accordance with Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing
Liabilities from Equity.”
The
Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation
of a Business Combination and, if the Company seeks stockholder approval, a majority of the outstanding shares voted are voted
in favor of the Business Combination. If a stockholder vote is not required by law and the Company does not decide to hold a stockholder
vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Certificate of Incorporation,
conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and
file tender offer documents with the SEC prior to completing a Business Combination. If, however, a stockholder approval of the
transaction is required by law, or the Company decides to obtain stockholder approval for business or other legal reasons, the
Company will offer to redeem the Public Shares in conjunction with a proxy solicitation pursuant to the proxy rules and not pursuant
to the tender offer rules and file proxy materials with the SEC. Additionally, each public stockholder may elect to redeem their
Public Shares irrespective of whether they vote for or against the Business Combination.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL STATEMENTS
The
Sponsor has agreed (i) to vote its Founder Shares (as defined in Note 5), Private Placement Shares (as defined in Note 4)) and
any Public Shares purchased during or after the Proposed Offering in favor of approving a Business Combination, (ii) waive its
redemption rights with respect to its Founder Shares, Private Placement Shares and any Public Shares acquired during or after
the Proposed Offering in connection with the consummation of a Business Combination, (iii) to waive its rights to liquidating
distributions from the Trust Account with respect to its Founder Shares and Private Placement Shares if the Company fails to consummate
a Business Combination within the Combination Period (as defined below) and (iv) not to propose any amendment to the Company’s
Amended and Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation
to redeem 100% of its Public Shares if the Company does not complete a Business Combination, unless the Company provides the public
stockholders with the opportunity to redeem their Public Shares in conjunction with any such amendment. However, the Sponsor will
be entitled to liquidating distributions with respect to any Public Shares acquired if the Company fails to consummate a Business
Combination or liquidates within the Combination Period.
Notwithstanding
the foregoing redemption rights, the Company’s Amended and Restated Certificate of Incorporation provides that if the Company
seeks stockholder approval of a Business Combination and the Company does not conduct redemptions in connection with a Business
Combination pursuant to the tender offer rules, a public stockholder, together with any affiliate of such stockholder or any other
person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Securities
Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect
to an aggregate of 15% or more of the common stock sold in the Proposed Offering.
The
Company will have until 24 months from the closing of the Proposed Offering to consummate a Business Combination (the “Combination
Period”). If the Company is unable to complete a Business Combination within the Combination Period, the Company will (i)
cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but no more than ten business
days thereafter, redeem 100% of the outstanding Public Shares, at a per-share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including interest earned (which interest shall be net of taxes payable, and less up to
$100,000 to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely
extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions,
if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval
of the remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the
Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.
The underwriters have agreed to waive their rights to their deferred underwriting commission held in the Trust Account in the
event the Company does not complete a Business Combination within the Combination Period and, in such event, such amounts will
be included with the funds held in the Trust Account that will be available to fund the redemption of the Company’s Public
Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution
will be less than the Proposed Offering price per Unit ($10.00).
In order to protect
the amounts held in the Trust Account, the Sponsor has agreed that it will be liable to the Company if and to the extent any claims
by a vendor for services rendered or products sold to the Company, or a prospective target business with which the Company has
discussed entering into a transaction agreement, reduce the amounts in the Trust Account to below: (i) $10.00 per Public Share;
or (ii) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due
to reductions in the value of the trust assets, in each case, net of the interest which may be withdrawn to pay taxes and for
working capital expenses (whether or not the underwriters’ option to purchase additional units is exercised in full), except
as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as
to any claims under the Company’s indemnity of the underwriters of the Proposed Offering against certain liabilities, including
liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver
is deemed to be unenforceable against a third party, the Sponsor will not be responsible to the extent of any liability for such
third party claims. The Company will seek to reduce the possibility that the Sponsor will have to indemnify the Trust Account
due to claims of creditors by endeavoring to have all vendors, service providers, prospective target businesses or other entities
with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind
in or to monies held in the Trust Account.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL STATEMENTS
Going
Concern Consideration
At September 30,
2018, the Company had $18,875 in cash and a working capital deficiency of $81,825. The Company has incurred and expects to continue
to incur significant costs in pursuit of its financing and acquisition plans. These conditions raise substantial doubt about the
Company’s ability to continue as a going concern within one year after the date that the financial statements are issued.
Management plans to address this uncertainty through a Proposed Offering as discussed in Note 3. There is no assurance that the
Company’s plans to raise capital or to consummate a Business Combination will be successful or successful within the Combination
Period. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
NOTE
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis
of presentation
The accompanying
financial statements are presented in conformity with accounting principles generally accepted in the United States of America
(“GAAP”) and pursuant to the rules and regulations of the SEC.
In the opinion
of management, the accompanying unaudited financial statements include all adjustments, consisting of a normal recurring nature,
which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.
The interim results for the nine months ended September 30, 2018 are not necessarily indicative of the results to be expected
for the year ending December 31, 2018 or for any future interim periods.
The Company had
no activity for the period from June 28, 2017 (inception) through September 30, 2017. Accordingly, the statement of operations
and statement of cash flows for the period from June 28, 2017 (inception) through September 30, 2017 are not presented.
Emerging
growth company
The
Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart
Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting
requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to,
not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, 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 stockholder approval of any golden parachute payments not
previously approved.
Further,
Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared
effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised
financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and
comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The
Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and
it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the
new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s
financial statements with another public company which is neither an emerging growth company nor an emerging growth company which
has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting
standards used.
Use
of estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the reporting period.
Making
estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect
of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered
in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual
results could differ significantly from those estimates.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL STATEMENTS
Cash
and cash equivalents
The Company considers
all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company
did not have any cash equivalents as of September 30, 2018 and December 31, 2017.
Deferred
offering costs
Deferred
offering costs consist of underwriting, legal, accounting and other expenses incurred through the balance sheet date that are
directly related to the Proposed Offering and that will be charged to stockholder’s equity upon the completion of the Proposed
Offering. Should the Proposed Offering prove to be unsuccessful, these deferred costs, as well as additional expenses incurred,
will be charged to operations.
Income
taxes
The
Company complies with the accounting and reporting requirements of ASC Topic 740 “Income Taxes,” which requires an
asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities
are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future
taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected
to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected
to be realized.
ASC Topic 740
prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax
positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits and no amounts accrued for interest or penalties as
of September 30, 2018 and December 31, 2017. The Company is currently not aware of any issues under review that could result in
significant payments, accruals or material deviation from its position.
The Company may
be subject to potential examination by federal, state and city taxing authorities in the areas of income taxes. These potential
examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions
and compliance with federal, state and city tax laws. The Company’s management does not expect that the total amount of
unrecognized tax benefits will materially change over the next twelve months.
On December 22,
2017 the U.S. Tax Cuts and Jobs Act of 2017 (“Tax Reform”) was signed into law. As a result of Tax Reform, the U.S.
statutory tax rate was lowered from 35% to 21% effective January 1, 2018, among other changes. ASC Topic 740 requires companies
to recognize the effect of tax law changes in the period of enactment; therefore, the Company was required to revalue its deferred
tax assets and liabilities at the new rate.
The provision
for income taxes was deemed to be immaterial for the nine months ended September 30, 2018 and for the period from June 28, 2017
(inception) through December 31, 2017.
Net loss per share
Net loss per share
is computed by dividing net loss by the weighted average number of common shares outstanding during the period, excluding shares
of common stock subject to forfeiture. Weighted average shares were reduced for the effect of an aggregate of 937,500 shares of
common stock that are subject to forfeiture if the over-allotment option is not exercised by the underwriters (see Notes 7 and
8). At September 30, 2018, the Company did not have any dilutive securities and other contracts that could, potentially, be exercised
or converted into common stock and then share in the earnings of the Company. As a result, diluted loss per share is the same
as basic loss per share for the periods presented.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL STATEMENTS
Concentration
of credit risk
Financial instruments
that potentially subject the Company to concentration of credit risk consist of a cash account in a financial institution which,
at times may exceed the Federal depository insurance coverage of $250,000. At September 30, 2018, the Company had not experienced
losses on this account and management believes the Company is not exposed to significant risks on such account.
Fair
value of financial instruments
The
fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair
Value Measurements and Disclosures,” approximates the carrying amounts represented in the accompanying balance sheet, primarily
due to their short-term nature.
Recently
issued accounting standards
Management
does not believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have
a material effect on the Company’s consolidated financial statements.
NOTE
3. PROPOSED OFFERING
Pursuant to the Proposed Offering, the Company will offer for sale up to 20,000,000 Units (or 23,000,000
Units if the underwriters’ option to purchase additional units is exercised in full) at a purchase price of $10.00 per Unit.
Each Unit will consist of one share of Class A common stock and one warrant (“Public Warrant”). Each Public Warrant
will entitle the holder to purchase one share of Class A common stock at an exercise price of $11.50 per share (see Note 7).
NOTE
4. PRIVATE PLACEMENT
In
connection with the Proposed Offering, the Sponsor has committed to purchase an aggregate of 250,000 Private Placement Units at
$10.00 per Private Placement Unit ($2,500,000 in the aggregate) and 3,500,000 Private Placement Warrants (or 4,100,000 Private
Placement Warrants if the underwriters’ option to purchase additional Units is exercised in full) at $1.00 per Private Placement
Warrant ($3,500,000 in the aggregate, or $4,100,000 in the aggregate if the underwriters’ option to purchase additional Units
is exercised in full) in a private placement that will occur simultaneously with the consummation of the Proposed Offering. Each
Private Placement Unit will consist of one share of Class A common stock (“Private Placement Share”) and one Private
Placement Warrant. Each Private Placement Warrant will be exercisable to purchase one share of Class A common stock at an exercise
price of $11.50. The proceeds from the Private Placement Securities will be added to the proceeds from the Proposed Offering to
be held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds
of the sale of the Private Placement Securities will be used to fund the redemption of the Public Shares (subject to the requirements
of applicable law) and the Private Placement Units (and the underlying Private Placement Shares) will have no value and the Private
Placement Warrants will expire worthless. There will be no redemption rights or liquidating distributions from the Trust Account
with respect to the Private Placement Securities.
NOTE
5. RELATED PARTY TRANSACTIONS
Founder
Shares
In June 2017,
the Company issued an aggregate of 100 shares to the Sponsor for an aggregate purchase price of $25,000. The Company received
payment for the shares in September 2018. Accordingly, as of December 31, 2017, the $25,000 payment due to the Company is
recorded as stock subscription receivable in the stockholder’s equity (deficit) section of the accompanying balance
sheets. On November 14, 2018, the Company effected a recapitalization pursuant to which each share of the Company’s
outstanding common stock was converted into 71,875 shares of the Company’s Class F common stock
(the “Recapitalization”). As a result of the Recapitalization, the Sponsor and the Company’s independent
director nominees collectively held an aggregate of 7,187,500 shares of the Company’s Class F common stock (the
“Founder Shares”). All share and per-share amounts have been retroactively restated to reflect the
Recapitalization. On November 15, 2018, the Sponsor contributed back to the Company, for no consideration, 1,437,500 Founder
Shares. As a result, the initial stockholders now hold 5,750,000 Founder Shares, of which an aggregate of up to 750,000
shares are subject to forfeiture to the extent that the underwriters’ option to purchase additional units is not
exercised in full or in part, so that the initial stockholders will own 20% of the Company’s issued and outstanding
shares after the Proposed Offering (not including the shares of Class A common stock underlying the Private Placement Units
and assuming the initial stockholders do not purchase any Public Shares in the Proposed Offering).
The
initial stockholders have agreed not to transfer, assign or sell any of the Founder Shares (except to certain permitted transferees)
until the earlier of one year after the completion of a Business Combination or earlier if, subsequent to a Business Combination,
(i) the last reported closing price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits,
stock capitalizations, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period
commencing at least 150 days after a Business Combination, or (ii) the date on which the Company completes a liquidation, merger,
stock exchange or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of common stock for cash, securities or other property, subject to certain limited exceptions.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL STATEMENTS
Related
Party Loans
In order to finance
transaction costs in connection with a Business Combination, the Sponsor, an affiliate of the Sponsor or certain of the Company’s
officers and directors may, but are not obligated to, loan the Company any additional funds as may be required (“Working
Capital Loans”), which will be repaid only upon the completion of a Business Combination. If the Company does not complete
a Business Combination, the Company may use a portion of any funds held outside the Trust Account to repay the Working Capital
Loans; however, no proceeds from the Trust Account may be used for such repayment. Up to $250,000 of such Working Capital Loans
may be convertible into warrants of the post-Business Combination entity at a price of $1.00 per warrant at the option of the
lender. The warrants would be identical to the Private Placement Warrants. There were no Working Capital Loans outstanding as
of September 30, 2018 and December 31, 2017.
Promissory Notes — Related
Party
On August 22,
2018, the Company issued a promissory note to the Sponsor, pursuant to which the Sponsor agreed to loan the Company up to aggregate
of $750,000 to be used for the payment of costs related to the Proposed Offering (the “Promissory Note”). The Promissory
Note is non-interest bearing, unsecured and due on the earlier of May 30, 2019 or the completion of the Proposed Offering. As
of September 30, 2018, an aggregate of $100,000 was outstanding under the Promissory Note.
NOTE
6. COMMITMENTS
Registration
Rights
The holders of
the Founder Shares, Private Placement Units, Private Placement Shares, Private Placement Warrants and any warrants that may be
issued upon conversion of the Working Capital Loans (and their underlying securities) will be entitled to registration rights
pursuant to a registration rights agreement to be signed prior to or on the effective date of the Proposed Offering. The holders
of these securities will be entitled to make up to three demands (or one demand in the case of Private Placement Securities to
be acquired by an affiliate of Macquarie Capital (USA) Inc.), excluding short form registration demands, that the Company register
such securities for sale under the Securities Act. In addition, these holders will have “piggy-back” registration
rights to include such securities in other registration statements filed by the Company and rights to require the Company to register
for resale such securities pursuant to Rule 415 under the Securities Act. However, the registration rights agreement will provide
that the Company will not permit any registration statement filed under the Securities Act to become effective until termination
of the applicable lock-up period. In the case of the Private Placement Securities to be acquired by an affiliate of Macquarie
Capital (USA) Inc. the demand registration right provided will not be exercisable for longer than five years from the effective
date of the registration statement of which this prospectus forms a part in compliance with FINRA Rule 5110(f)(2)(G)(iv) and the
piggyback registration right provided will not be exercisable for longer than seven years from the effective date of the registration
statement of which this prospectus forms a part in compliance with FINRA Rule 5110(f)(2)(G)(v). The Company will bear the expenses
incurred in connection with the filing of any such registration statements.
Underwriting
Agreement
The
Company will grant the underwriters a 45-day option to purchase up to 3,000,000 additional Units at the Proposed Offering price,
less the underwriting discounts and commissions.
The underwriters
will be entitled to a cash underwriting discount of 2.0% of the gross proceeds of the Proposed Offering, or $4,000,000 (or $4,600,000
if the underwriters’ option to purchase additional Units is exercised in full). In addition, the underwriters will be entitled
to a deferred fee of (i) $0.35 per Unit, or $7,000,000 in the aggregate, excluding any amounts raised pursuant to the option
to purchase additional units, and (ii) $0.35 per Unit, or $8,050,000 in the aggregate pursuant to the option to purchase
additional units. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the
Trust Account, subject to the terms of the underwriting agreement.
Right
of First Refusal
The Company granted
an affiliate of the Sponsor and an underwriter of the Proposed Offering, a right of first refusal for a period of 36 months from
the date of the commencement of sales of the Proposed Offering to act as one of potentially several banks which provide to the
Company certain financial advisory, underwriting, capital raising, and other services for which it may receive a portion of the
overall fees. The affiliate has not been retained as of the filing date of these financial statements, therefore the Company is
not able to quantify the fees for any such engagement. No funds will be paid out of the Trust Fund to fund any such payments and
it is not expected that any fees would be paid prior to the completion of a Business Combination. The actual amount of fees to
be paid will vary significantly based on the size of any transaction and the extent to which other investments banks are involved.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL STATEMENTS
NOTE
7. STOCKHOLDERS’ EQUITY
On November 14,
2018, the Company filed an Amended and Restated Certificate of Incorporation pursuant to which the Company has the following authorized
shares of stock:
Units
— Each Unit has an initial public offering price of $10.00 and consists of one share of Class A common stock and one Public
Warrant.
Each Private Placement
Unit consists of one share of Class A common stock and one Private Placement Warrant. The Private Placement Units (including the
Private Placement Shares, Private Placement Warrants and the Class A common stock shares issuable upon exercise of such warrants)
will not be transferable, assignable or salable until 30 days after the completion of our initial business combination subject
to certain limited exceptions and they will not be redeemable by us so long as they are held by the initial purchasers or their
permitted transferees. Otherwise, the Private Placement Units are identical to the units sold in this offering except certain
differences that apply to the Private Placement Shares and the Private Placement Warrants.
Preferred
Stock
— The Company is authorized to issue 1,000,000 shares of preferred stock with a par value of $0.0001 per
share with such designation, rights and preferences as may be determined from time to time by the Company’s Board of Directors.
Class
A Common Stock
— The Company is authorized to issue 250,000,000 shares of Class A common stock with a par value
of $0.0001 per share. Holders of the Class A common stock are entitled to one vote for each share.
Class
F Common Stock
— The Company is authorized to issue 50,000,000 shares of Class F common stock with a par value of
$0.0001 per share. Holders of the Class F common stock are entitled to one vote for each share. Of the 7,187,500 Founder Shares
issued and outstanding, 937,500 are subject to forfeiture to the extent that the underwriters’ option to purchase additional
units is not exercised in full or in part, so that the Sponsor will own 20% of the Company’s issued and outstanding shares
after the Proposed Offering (not including the shares of Class A common stock underlying the Private Placement Units and assuming
the Sponsor does not purchase any Public Shares in the Proposed Offering) (see Note 8).
Holders
of Class A common stock and Class F common stock will vote together as a single class on all matters submitted to a vote of stockholders
except as required by law.
The
shares of Class F common stock will automatically convert into shares of Class A common stock at the time of a Business Combination
on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities,
are issued or deemed issued in excess of the amounts offered in the Proposed Offering and related to the closing of a Business
Combination, the ratio at which shares of Class F common stock shall convert into shares of Class A common stock will be adjusted
(unless the holders of a majority of the outstanding shares of Class F common stock agree to waive such adjustment with respect
to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all
shares of Class F common stock will equal, in the aggregate, on an as-converted basis, 20% of the total number of all shares of
common stock outstanding upon the completion of the Proposed Offering (not including the shares of Class A common stock underlying
the private placement units) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection
with a Business Combination (excluding any shares or equity-linked securities issued, or to be issued, to any seller in a Business
Combination). Holders of Founder Shares may also elect to convert their shares of Class F common stock into an equal number of
shares of Class A common stock, subject to adjustment as provided above, at any time.
Warrants
— The Public Warrants will become exercisable on the later of (a) 30 days after the completion of a Business Combination
or (b) 12 months from the closing of the Proposed Offering; provided in each case that the Company has an effective registration
statement under the Securities Act covering the shares of Class A common stock issuable upon exercise of the Public Warrants and
a current prospectus relating to them is available (or the Company permits holders to exercise their Public Warrants on a cashless
basis and such cashless exercise is exempt from registration under the Securities Act). The Company has agreed that as soon as
practicable, but in no event later than 15 business days after the closing of a Business Combination, the Company will use its
best efforts to file with the SEC and have declared effective a registration statement covering the shares of Class A common stock
issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until
the warrants expire or are redeemed, as specified in the warrant agreement. Notwithstanding the foregoing, if the Company’s
Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies
the definition of a “covered security” under the Securities Act, the Company, at its option, may require holders of
Public Warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the
Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration
statement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants is not
effective by the 60th day after the closing of a Business Combination, warrant holders may, until such time as there is an effective
registration statement and during any period when the Company will have failed to maintain an effective registration statement,
exercise warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.
BOXWOOD MERGER CORP.
(formerly known as M Acquisition
Company III Corporation)
NOTES TO FINANCIAL STATEMENTS
The
Company may call the warrants for redemption:
|
|
●
|
at
a price of $0.01 per warrant;
|
|
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●
|
upon
a minimum of 30 days’ prior written notice of redemption;
|
|
|
●
|
if,
and only if, the last reported closing price of the Company’s Class A common stock
equals or exceeds $18.00 per share (as adjusted for stock splits, stock capitalizations,
reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading
day period ending on the third trading day prior to the date on which the Company sends
the notice of redemption to the warrant holders; and;
|
|
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●
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if,
and only if, there is a current registration statement in effect with respect to the
shares of common stock underlying such warrants at the time of redemption and a current
prospectus relating to those shares of Class A common stock is available throughout the
30-day trading period referred to above.
|
The
Private Placement Warrants will be identical to the Public Warrants underlying the Units being sold in the Proposed Offering,
except that the Private Placement Warrants and the Class A common stock issuable upon the exercise of the Private Placement Warrants
will not be transferable, assignable or salable until 30 days after the completion of a Business Combination, subject to certain
limited exceptions. Additionally, the Private Placement Warrants will be exercisable on a cashless basis and be non-redeemable
so long as they are held by the initial purchasers or their permitted transferees. If the Private Placement Warrants are held
by someone other than the initial purchasers or their permitted transferees, the Private Placement Warrants will be redeemable
by the Company and exercisable by such holders on the same basis as the Public Warrants.
If
the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise
the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement. The exercise price and
number of common stock issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event
of a stock dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants
will not be adjusted for issuances of common stock at a price below its exercise price. Additionally, in no event will the Company
be required to net cash settle the warrants. If the Company is unable to complete a Business Combination within the Combination
Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds
with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust
Account with respect to such warrants. Accordingly, the warrants may expire worthless.
NOTE
8. SUBSEQUENT EVENTS
The Company evaluated
subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were
available to be issued. Other than as described below, the Company did not identify any subsequent events that would have required
adjustment or disclosure in the financial statements.
In October 2018,
the Company received an additional $200,000 under the Promissory Note, bringing the total amount outstanding to $300,000.
On November 14, 2018,
the Company filed an Amended and Restated Certificate of Incorporation pursuant to which the Company increased the amount of authorized
shares of stock that can be issued.
On
November 14, 2018, the Company effected the Recapitalization and, as a result, the Sponsor and the Company’s independent
director nominees collectively held an aggregate of 7,187,500 Founder Shares, of which an aggregate of up to 937,500 shares
were subject to forfeiture to the extent that the underwriters’ option to purchase additional units is not exercised in
full or in part. All share and per-share amounts have been retroactively restated to reflect the Recapitalization.
On November 15, 2018, the Sponsor contributed back to the Company, for no consideration, 1,437,500
Founder Shares. As a result 750,000 shares are now subject to forfeiture to the extent that the underwriters’ option to purchase additional
units is not exercised in full or in part.
BOXWOOD
MERGER CORP.
Book-Running
Managers
BofA MERRILL
LYNCH
MORGAN STANLEY
MACQUARIE CAPITAL
Co-Manager
I-BANKERS SECURITIES, INC.
Until
,
2018, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required
to deliver a prospectus. This is in addition to the dealer’s obligation to deliver a prospectus when acting as an underwriter
and with respect to unsold allotments or subscriptions.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
13. Other Expenses of Issuance and Distribution.
The
estimated expenses payable by us in connection with the offering described in this registration statement (other than the underwriting
discount and commissions) will be as follows:
|
SEC expenses
|
|
$
|
35,794
|
|
|
FINRA expenses
|
|
|
43,625
|
|
|
Accounting fees and expenses
|
|
|
32,500
|
|
|
Printing and engraving expenses
|
|
|
45,000
|
|
|
Travel and road show expenses
|
|
|
40,000
|
|
|
Directors and officers
liability insurance premiums
(1)
|
|
|
150,000
|
|
|
Legal fees and expenses
|
|
|
300,000
|
|
|
Nasdaq listing and filing fees
|
|
|
75,000
|
|
|
Miscellaneous/other expenses
|
|
|
278,081
|
|
|
Total
|
|
$
|
1,000,000
|
|
|
|
(1)
|
This
amount represents the approximate amount of annual director and officer liability insurance
premiums the registrant anticipates paying following the completion of its initial public
offering and until it completes a business combination.
|
Item
14. Indemnification of Directors and Officers.
Our
amended and restated certificate of incorporation provides that all of our directors, officers, employees and agents shall be
entitled to be indemnified by us to the fullest extent permitted by Section 145 of the Delaware General Corporation Law (“DGCL”).
Section
145 of the Delaware General Corporation Law concerning indemnification of officers, directors, employees and agents is set forth
below.
Section
145. Indemnification of officers, directors, employees and agents; insurance.
(a)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation) by reason of the fact that the person is or was a director, officer, employee or agent
of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments,
fines and amounts paid in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding
if the person acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests
of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the person’s
conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith
and in a manner which the person reasonably believed to be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had reasonable cause to believe that the person’s conduct was unlawful.
(b)
A corporation shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the corporation, or is or was serving at the request
of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other
enterprise against expenses (including attorneys’ fees) actually and reasonably incurred by the person in connection with
the defense or settlement of such action or suit if the person acted in good faith and in a manner the person reasonably believed
to be in or not opposed to the best interests of the corporation and except that no indemnification shall be made in respect of
any claim, issue or matter as to which such person shall have been adjudged to be liable to the corporation unless and only to
the extent that the Court of Chancery or the court in which such action or suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses which the Court of Chancery or such other court shall deem proper.
(c)
To the extent that a present or former director or officer of a corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in subsections (a) and (b) of this section, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses (including attorneys’ fees) actually and reasonably
incurred by such person in connection therewith.
(d)
Any indemnification under subsections (a) and (b) of this section (unless ordered by a court) shall be made by the corporation
only as authorized in the specific case upon a determination that indemnification of the present or former director, officer,
employee or agent is proper in the circumstances because the person has met the applicable standard of conduct set forth in subsections
(a) and (b) of this section. Such determination shall be made, with respect to a person who is a director or officer of the corporation
at the time of such determination: (1) by a majority vote of the directors who are not parties to such action, suit or proceeding,
even though less than a quorum, or (2) by a committee of such directors designated by majority vote of such directors, even though
less than a quorum, or (3) if there are no such directors, or if such directors so direct, by independent legal counsel in a written
opinion, or (4) by the stockholders.
(e)
Expenses (including attorneys’ fees) incurred by an officer or director of the corporation in defending any civil, criminal,
administrative or investigative action, suit or proceeding may be paid by the corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such director or officer to repay such amount
if it shall ultimately be determined that such person is not entitled to be indemnified by the corporation as authorized in this
section. Such expenses (including attorneys’ fees) incurred by former directors and officers or other employees and agents
of the corporation or by persons serving at the request of the corporation as directors, officers, employees or agents of another
corporation, partnership, joint venture, trust or other enterprise may be so paid upon such terms and conditions, if any, as the
corporation deems appropriate.
(f)
The indemnification and advancement of expenses provided by, or granted pursuant to, the other subsections of this section shall
not be deemed exclusive of any other rights to which those seeking indemnification or advancement of expenses may be entitled
under any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in such person’s
official capacity and as to action in another capacity while holding such office. A right to indemnification or to advancement
of expenses arising under a provision of the certificate of incorporation or a bylaw shall not be eliminated or impaired by an
amendment to the certificate of incorporation or the bylaws after the occurrence of the act or omission that is the subject of
the civil, criminal, administrative or investigative action, suit or proceeding for which indemnification or advancement of expenses
is sought, unless the provision in effect at the time of such act or omission explicitly authorizes such elimination or impairment
after such action or omission has occurred.
(g)
A corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person
and incurred by such person in any such capacity, or arising out of such person’s status as such, whether or not the corporation
would have the power to indemnify such person against such liability under this section.
(h)
For purposes of this section, references to “the corporation” shall include, in addition to the resulting corporation,
any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate
existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so
that any person who is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at
the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, shall stand in the same position under this section with respect to the resulting or surviving
corporation as such person would have with respect to such constituent corporation if its separate existence had continued.
(i)
For purposes of this section, references to “other enterprises” shall include employee benefit plans; references to
“fines” shall include any excise taxes assessed on a person with respect to any employee benefit plan; and references
to “serving at the request of the corporation” shall include any service as a director, officer, employee or agent
of the corporation which imposes duties on, or involves services by, such director, officer, employee or agent with respect to
an employee benefit plan, its participants or beneficiaries; and a person who acted in good faith and in a manner such person
reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shall be deemed to
have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.
(j)
The indemnification and advancement of expenses provided by, or granted pursuant to, this section shall, unless otherwise provided
when authorized or ratified, continue as to a person who has ceased to be a director, officer, employee or agent and shall inure
to the benefit of the heirs, executors and administrators of such a person.
(k)
The Court of Chancery is hereby vested with exclusive jurisdiction to hear and determine all actions for advancement of expenses
or indemnification brought under this section or under any by law, agreement, vote of stockholders or disinterested directors,
or otherwise. The Court of Chancery may summarily determine a corporation’s obligation to advance expenses (including attorneys’
fees).
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers, and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been advised that, in the opinion of the SEC, such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment of expenses incurred or paid by a director, officer or controlling person in
a successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, we will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to the court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Securities Act and will be governed by the final adjudication of such issue.
In
accordance with Section 102(b)(7) of the DGCL, our amended and restated certificate of incorporation provides that no director
shall be personally liable to us or any of our stockholders for monetary damages resulting from breaches of their fiduciary duty
as directors, except to the extent such limitation on or exemption from liability is not permitted under the DGCL. The effect
of this provision of our amended and restated certificate of incorporation is to eliminate our rights and those of our stockholders
(through stockholders’ derivative suits on our behalf) to recover monetary damages against a director for breach of the
fiduciary duty of care as a director, including breaches resulting from negligent or grossly negligent behavior, except, as restricted
by Section 102(b)(7) of the DGCL. However, this provision does not limit or eliminate our rights or the rights of any stockholder
to seek non-monetary relief, such as an injunction or rescission, in the event of a breach of a director’s duty of care.
If
the DGCL is amended to authorize corporate action further eliminating or limiting the liability of directors, then, in accordance
with our amended and restated certificate of incorporation, the liability of our directors to us or our stockholders will be eliminated
or limited to the fullest extent authorized by the DGCL, as so amended. Any repeal or amendment of provisions of our amended and
restated certificate of incorporation limiting or eliminating the liability of directors, whether by our stockholders or by changes
in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise required by law) be prospective
only, except to the extent such amendment or change in law permits us to further limit or eliminate the liability of directors
on a retroactive basis.
Our
amended and restated certificate of incorporation also provides that we will, to the fullest extent authorized or permitted by
applicable law, indemnify our current and former officers and directors, as well as those persons who, while directors or officers
of our corporation, are or were serving as directors, officers, employees or agents of another entity, trust or other enterprise,
including service with respect to an employee benefit plan, in connection with any threatened, pending or completed proceeding,
whether civil, criminal, administrative or investigative, against all expense, liability and loss (including, without limitation,
attorney’s fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred
or suffered by any such person in connection with any such proceeding. Notwithstanding the foregoing, a person eligible for indemnification
pursuant to our amended and restated certificate of incorporation will be indemnified by us in connection with a proceeding initiated
by such person only if such proceeding was authorized by our board of directors, except for proceedings to enforce rights to indemnification.
The
right to indemnification conferred by our amended and restated certificate of incorporation will be a contract right that will
include the right to be paid by us the expenses incurred in defending or otherwise participating in any proceeding referenced
above in advance of its final disposition, provided, however, that if the DGCL requires, an advancement of expenses incurred by
our officer or director (solely in the capacity as an officer or director of our corporation) will be made only upon delivery
to us of an undertaking, by or on behalf of such officer or director, to repay all amounts so advanced if it is ultimately determined
that such person is not entitled to be indemnified for such expenses under our amended and restated certificate of incorporation
or otherwise.
The
rights to indemnification and advancement of expenses will not be deemed exclusive of any other rights which any person covered
by our amended and restated certificate of incorporation may have or hereafter acquire under law, our amended and restated certificate
of incorporation, our amended and restated bylaws, an agreement, vote of stockholders or disinterested directors, or otherwise.
Any
repeal or amendment of provisions of our amended and restated certificate of incorporation affecting indemnification rights, whether
by our stockholders or by changes in law, or the adoption of any other provisions inconsistent therewith, will (unless otherwise
required by law) be prospective only, except to the extent such amendment or change in law permits us to provide broader indemnification
rights on a retroactive basis, and will not in any way diminish or adversely affect any right or protection existing at the time
of such repeal or amendment or adoption of such inconsistent provision with respect to any act or omission occurring prior to
such repeal or amendment or adoption of such inconsistent provision. Our amended and restated certificate of incorporation also
permits, to the extent and in the manner authorized or permitted by law, to indemnify and to advance expenses to persons other
that those specifically covered by our amended and restated certificate of incorporation.
Our
amended and restated bylaws include provisions relating to advancement of expenses and indemnification rights consistent
with those to be set forth in our amended and restated certificate of incorporation. In addition, our amended and restated bylaws
provide for a right of indemnity to bring a suit in the event a claim for indemnification or advancement of expenses is not paid
in full by us within a specified period of time. Our amended and restated bylaws also permit us to purchase and maintain insurance,
at our expense, to protect us and/or any director, officer, employee or agent of our corporation or another entity, trust or other
enterprise against any expense, liability or loss, whether or not we would have the power to indemnify such person against such
expense, liability or loss under the DGCL.
Any
repeal or amendment of provisions of our amended and restated bylaws, when adopted, affecting indemnification rights, whether
by our board of directors, stockholders or by changes in applicable law, or the adoption of any other provisions inconsistent
therewith, will (unless otherwise required by law) be prospective only, except to the extent such amendment or change in law permits
us to provide broader indemnification rights on a retroactive basis, and will not in any way diminish or adversely affect any
right or protection existing thereunder with respect to any act or omission occurring prior to such repeal or amendment or adoption
of such inconsistent provision.
We
will enter into indemnification agreements with each of our officers and directors, a form of which is to be filed as an exhibit
to this Registration Statement. These agreements will require us to indemnify these individuals to the fullest extent permitted
under Delaware law against liabilities that may arise by reason of their service to us or on our behalf, and to advance expenses
incurred as a result of any proceeding against them as to which they could be indemnified.
Pursuant
to the Underwriting Agreement to be filed as Exhibit 1.1 to this Registration Statement, we have agreed to indemnify the underwriters
and the underwriters have agreed to indemnify us against certain civil liabilities that may be incurred in connection with this
offering, including certain liabilities under the Securities Act.
Item
15. Recent Sales of Unregistered Securities.
In
June 2017, our sponsor purchased 100 shares of our common stock for an aggregate purchase price of $25,000. Prior to this initial
investment, we had no assets, tangible or intangible. Such securities were issued pursuant to the exemption from registration
contained in Section 4(a)(2) of the Securities Act. No underwriting discounts or commissions were or will be paid with respect
to such sales.
Item
16. Exhibits and Financial Statement Schedules.
(a)
Exhibits
. The list of exhibits following the signature page of this registration statement is incorporated herein by reference.
(b)
Financial Statements.
See page F-1 for an index to the financial statements and schedules included in this registration
statement.
Item
17. Undertakings.
(a)
The undersigned registrant hereby undertakes to provide to the underwriters at the closing specified in the underwriting agreements
certificates in such denominations and registered in such names as required by the underwriters to permit prompt delivery to each
purchaser.
(b)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful
defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy
as expressed in the Act and will be governed by the final adjudication of such issue.
(c)
The undersigned registrant hereby undertakes that:
(1)
For purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by the registrant
pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this registration statement
as of the time it was declared effective.
(2)
For the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains a form
of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and the offering
of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)
For the purpose of determining liability under the Securities Act of 1933 to any purchaser, if the registrant is subject to Rule
430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration
statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included
in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in
a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to
a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date
of first use.
(4)
For the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant
pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if
the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant
will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i)
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant
to Rule 424;
(ii)
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred
to by the undersigned registrant;
(iii)
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv)
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Monica, State of California on the 15
th
day of November
2018.
|
|
BOXWOOD MERGER CORP.
|
|
|
|
|
|
|
By:
|
/s/
Stephen M. Kadenacy
|
|
|
Name:
|
Stephen M. Kadenacy
|
|
|
Title:
|
Chief Executive Officer
|
Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
|
Signature
|
|
Title
|
Date
|
|
|
|
|
|
|
/s/
Stephen M. Kadenacy
|
|
Chief Executive Officer and Chairman
|
November 15, 2018
|
|
Stephen M. Kadenacy
|
|
(Principal Executive Officer, Principal Financial and Accounting
Officer)
|
|
EXHIBIT
INDEX
|
Exhibit
|
|
Description
|
|
|
|
|
|
1.1**
|
|
Form of Underwriting Agreement
|
|
|
|
|
|
3.1*
|
|
Certificate
of Incorporation
|
|
|
|
|
|
3.2*
|
|
Certificate
of Amendment of Certificate of Incorporation
|
|
|
|
|
|
3.3**
|
|
Amended and Restated Certificate of Incorporation
|
|
|
|
|
|
3.4*
|
|
Form
of Amended and Restated Bylaws
|
|
|
|
|
|
4.1**
|
|
Specimen Unit Certificate
|
|
|
|
|
|
4.2**
|
|
Specimen
Class A common stock Certificate
|
|
|
|
|
|
4.3**
|
|
Specimen Warrant Certificate
|
|
|
|
|
|
4.4**
|
|
Form of Warrant Agreement between
the Continental Stock Transfer & Trust Company and the Registrant
|
|
|
|
|
|
5.1**
|
|
Opinion of Greenberg Traurig,
LLP
|
|
|
|
|
|
10.1*
|
|
Promissory
Note, dated August 22, 2018, issued to Boxwood Sponsor LLC
|
|
|
|
|
|
10.2**
|
|
Form of Letter Agreement among the Registrant and its officers,
directors and Boxwood Sponsor LLC
|
|
|
|
|
|
10.3**
|
|
Form of Investment Management Trust Agreement between the
Continental Stock Transfer & Trust Company and the Registrant
|
|
|
|
|
|
10.4**
|
|
Form of Registration Rights
Agreement between the Registrant and certain security holders
|
|
|
|
|
|
10.5*
|
|
Securities
Subscription Agreement, dated June 28, 2017, between the Registrant and MIHI LLC
|
|
|
|
|
|
10.6**
|
|
Form of Securities Purchase Agreement between the Registrant and Boxwood Sponsor LLC
|
|
|
|
|
|
10.7*
|
|
Form
of Indemnification Agreement
|
|
|
|
|
|
10.8**
|
|
Form of Expense Advancement
Agreement by and between the Registrant and Boxwood Sponsor LLC regarding the loan commitment of $1,000,000 in the aggregate
|
|
|
|
|
|
10.9*
|
|
Form
of Letter Agreement between the Registrant and Macquarie Capital (USA) Inc. regarding the investment banking right of first
refusal
|
|
|
|
|
|
10.10*
|
|
Form
of Letter Agreement among the Registrant, MIHI LLC and Boxwood Management Company, LLC.
|
|
|
|
|
|
10.11*
|
|
Securities
Assignment Agreement, dated as of October 22, 2018, between Boxwood Sponsor LLC and the independent director nominees
|
|
|
|
|
|
14*
|
|
Form
of Code of Ethics
|
|
|
|
|
|
23.1**
|
|
Consent
of Marcum LLP
|
|
|
|
|
|
23.2*
|
|
Consent
of Greenberg Traurig, LLP (included in Exhibit 5.1)
|
Exhibit 1.1
25,000,000 Units
BOXWOOD MERGER CORP.
Units, each consisting of one share
of Class A common stock,
$0.0001 par value, and one warrant
UNDERWRITING AGREEMENT
[●], 2018
[●], 2018
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Morgan Stanley & Co. LLC
Macquarie Capital (USA) Inc.
As Managers of the several Underwriters
c/o Merrill Lynch, Pierce, Fenner & Smith
Incorporated
One Bryant Park
New York, New York 10036
c/o Morgan Stanley & Co. LLC
1585 Broadway
New York, New York 10036
c/o Macquarie Capital (USA) Inc.
125 West 55th Street
New York, New York 10019
Ladies and Gentlemen:
Boxwood Merger Corp., a Delaware corporation
(the “
Company
”), proposes to issue and sell to the several Underwriters named in Schedule I hereto (the “
Underwriters
”)
an aggregate of 20,000,000 units of the Company (the “
Firm Securities
”).
Each
unit (“
Unit(s)
”) consists of one share of Class A common stock, $0.0001 par value, of the Company (“
Share(s)
”)
and one warrant of the Company, where each warrant entitles the holder to purchase one Share (the “
Warrant(s)
”).
The Company also proposes to issue and sell to the several Underwriters not more than an additional 3,000,000 Units (the
“
Additional Securities
”) if and to the extent that Merrill Lynch, Pierce, Fenner & Smith Incorporated,
Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc., as Managers (the “
Managers
”) of the Offering
(as defined below), shall have determined to exercise, on behalf of the Underwriters, the right to purchase such Units granted
to the Underwriters in Section 2 hereof. The Firm Securities and the Additional Securities are hereinafter collectively referred
to as the “
Securities.
”
The Shares and Warrants included in
the Units will not trade separately until the 52nd day following the date of the Prospectus (as defined below) (unless the Managers
inform the Company of their decision to allow earlier separate trading), subject to (a) the Company’s preparation of
an audited balance sheet reflecting the receipt by the Company of the proceeds of the Offering, (b) the filing of such audited
balance sheet with the Commission (as defined below) on a Current Report on Form 8-K or similar form by the Company that includes
such audited balance sheet, and (c) the Company having issued a press release announcing when such separate trading will
begin. Each Warrant entitles its holder, upon exercise, to purchase one Share at a price of $11.50 during the period commencing
on the later of thirty (30) days after the completion of the Company’s initial Business Combination (as defined below) and
twelve (12) months from the date of the consummation of the Offering and terminating on the five-year anniversary of the date
of the completion of such initial Business Combination or earlier upon redemption or liquidation. As used herein, the term “
Business
Combination
” (as described more fully in the Prospectus) shall mean a merger, capital stock exchange, asset acquisition,
stock purchase, reorganization or similar business combination with one or more businesses involving the Company.
The Company has entered into an Investment
Management Trust Agreement, effective as of [●], 2018, with Continental Stock Transfer & Trust Company (“
CST
”),
as trustee, in substantially the form filed as Exhibit 10.3 to the Registration Statement (the “
Trust Agreement
”),
pursuant to which certain proceeds from the sale of the Private Placement Securities (as defined below) and the proceeds of the
Offering will be deposited and held in a trust account (the “
Trust Account
”) for the benefit of the Company,
the Underwriters and the holders of the Firm Securities and the Additional Securities, if and when issued.
The Company has entered into a Warrant Agreement,
effective as of [●], 2018, with respect to the Warrants and the Private Placement Warrants (as defined below) with CST, as
warrant agent, in substantially the form filed as Exhibit 4.4 to the Registration Statement (the “
Warrant Agreement
”),
pursuant to which CST will act as warrant agent in connection with the issuance, registration, transfer, exchange, redemption,
and exercise of the Warrants and Private Placement Warrants.
The Company has entered into a Securities
Subscription Agreement, dated as of June 28, 2017 (the “
Founder’s Purchase Agreement
”), with Boxwood
Sponsor, LLC, a Delaware limited liability company (the “
Sponsor
”), pursuant to which MIHI purchased an aggregate
of 100 shares of Class F common stock, $0.0001 par value (including the Shares issuable upon conversion thereof, the “
Founder
Shares
”), for an aggregate purchase price of $25,000.
The Company undertook a
stock split, effective as of November 14, 2018, as a result of which the Sponsor held 7,112,500 Founder Shares and the Sponsor
subsequently surrendered 1,437,500 of its shares to the Company for no consideration.
The Founder Shares are substantially
similar to the Shares included in the Units except as described in the Time of Sale Prospectus (as defined below).
The Sponsor has entered into a Securities
Assignment Agreement, dated as of October 22, 2018 (the “
Securities Assignment Agreement
”), with Joseph E. Reece,
Richard A. Gadbois and Alan P. Krusi, pursuant to which the Sponsor transferred 25,000 Founder Shares to each of Joseph E. Reece,
Richard A. Gadbois and Alan P. Krusi (none of which is subject to forfeiture).
The
Company has entered into a Securities Purchase Agreement, effective as of the date hereof (the “
Private Placement Securities
Purchase Agreement
”), with the Sponsor, pursuant to which the Sponsor agreed to purchase an aggregate of 250,000 units
(the “
Private Placement Units
”), each consisting of one Share (the “
Private Placement Shares
”)
and one Private Placement Warrant, for $10.00 per Private Placement Unit, and 3,500,000 warrants (or 4,100,000 warrants if the
Underwriters’ option to purchase Additional Securities is exercised in full), each warrant entitling the holder to purchase
one Share (the “
Private Placement Warrants
”), for $1.00 per Private Placement Warrant. The Private Placement
Units and the Private Placement Warrants are substantially similar to the Units and the Warrants included in the Units, except
as described in the Time of Sale Prospectus. The Private Placement Units and the Private Placement Warrants are
hereinafter
collectively referred to as the “
Private Placement Securities
”.
The Company has entered into a Registration
Rights Agreement, dated as of [●], 2018, with the Sponsor and the other parties thereto, in substantially the form filed
as Exhibit 10.4 to the Registration Statement (the “
Registration Rights Agreement
”), pursuant to which the Company
has granted certain registration rights in respect of the Founder Shares, the Private Placement Securities and the Shares underlying
the Founder Shares and the Private Placement Securities and the warrants (which will be substantially similar to the Private Placement
Warrants) that may be issued upon conversion of working capital loans.
The Company has caused to be duly executed
and delivered a letter agreement, dated as of [●], 2018, by and among the Sponsor and each of the Company’s officers,
directors, and director nominees, substantially in the form filed as Exhibit 10.2 to the Registration Statement (the “
Insider
Letter
”).
The Company has filed with the Securities
and Exchange Commission (the “
Commission
”) a registration statement, including a prospectus, relating to the
Securities. The registration statement as amended at the time it becomes effective, including the information (if any) deemed to
be part of the registration statement at the time of effectiveness pursuant to Rule 430A under the Securities Act of 1933,
as amended (the “
Securities Act
”), is hereinafter referred to as the “
Registration Statement
”;
the prospectus in the form first used to confirm sales of Securities (or in the form first made available to the Underwriters by
the Company to meet requests of purchasers pursuant to Rule 173 under the Securities Act) is hereinafter referred to as the “
Prospectus.
”
If the Company has filed an abbreviated registration statement to register additional Units pursuant to Rule 462(b) under
the Securities Act (the “
Rule 462 Registration Statement
”), then any reference herein to the term “
Registration
Statement
” shall be deemed to include such Rule 462 Registration Statement.
For purposes of this Agreement, “
free
writing prospectus
” has the meaning set forth in Rule 405 under the Securities Act, “
Time of Sale Prospectus
”
means the preliminary prospectus together with the documents and pricing information set forth in Schedule II hereto, and “
broadly
available road show
” means a “bona fide electronic road show” as defined in Rule 433(h)(5) under the Securities
Act that has been made available without restriction to any person. As used herein, the terms “Registration Statement,”
“preliminary prospectus,” “Time of Sale Prospectus” and “Prospectus” shall include the documents,
if any, incorporated by reference therein as of the date hereof.
The Company hereby confirms its engagement
of Morgan Stanley & Co. LLC (“
Morgan Stanley
”) as, and Morgan Stanley hereby confirms its agreement with
the Company to render services as, the “qualified independent underwriter” within the meaning of Rule 5121 of the Financial
Industry Regulatory Authority, Inc. (“
FINRA
”) with respect to the offering and sale of the Shares. Morgan Stanley,
solely in its capacity as the qualified independent underwriter and not otherwise, is referred to herein as the “
QIU
.”
1.
Representations
and Warranties
. The Company represents and warrants to and agrees with each of the Underwriters that:
(a) The
Registration Statement has become effective; no stop order suspending the effectiveness of the Registration Statement is in effect,
and no proceedings for such purpose are pending before or threatened by the Commission.
(b) (i)
The Registration Statement, when it became effective, did not contain and, as amended or supplemented, if applicable, will not
contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading, (ii) the Registration Statement and the Prospectus comply and, as amended or supplemented,
if applicable, will comply in all material respects with the Securities Act and the applicable rules and regulations of the Commission
thereunder, (iii) the Time of Sale Prospectus does not, and at the time of each sale of the Securities in connection with the Offering
when the Prospectus is not yet available to prospective purchasers and at the Closing Date (as defined in Section 4), the
Time of Sale Prospectus, as then amended or supplemented by the Company, if applicable, will not, contain any untrue statement
of a material fact or omit to state a material fact necessary to make the statements therein, in the light of the circumstances
under which they were made, not misleading, (iv) each broadly available road show, if any, when considered together with the Time
of Sale Prospectus, does not contain any untrue statement of a material fact or omit to state a material fact necessary to make
the statements therein, in the light of the circumstances under which they were made, not misleading and (v) the Prospectus does
not contain and, as amended or supplemented, if applicable, will not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not
misleading, except that the representations and warranties set forth in this paragraph do not apply to statements or omissions
in the Registration Statement, the Time of Sale Prospectus or the Prospectus based upon information relating to any Underwriter
furnished to the Company in writing by such Underwriter through you expressly for use therein.
(c) (i)
At the time of filing the Registration Statement and (ii) as of the Closing Date, the Company was and is an Ineligible Issuer (as
defined in Rule 405). The Company has not prepared or used a free writing prospectus.
(d) The
Company has filed with the Commission a Form 8-A (file number 001-
[●]
)
providing for the registration under the Exchange Act (as defined below) of the Securities, which registration is currently effective
on the date hereof. The Securities have been authorized for listing, subject to official notice of issuance and evidence of satisfactory
distribution, on the NASDAQ Capital Market, and the Company knows of no reason or set of facts that is likely to adversely affect
such authorization.
(e) The
Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of
its incorporation, has the corporate power and authority to own or lease its property and to conduct its business as described
in the Time of Sale Prospectus and to enter into this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s
Purchase Agreement, the Private Placement Securities Purchase Agreement, the Registration Rights Agreement and the Insider Letter
and to carry out the transactions contemplated hereby and thereby, and is duly qualified to transact business and is in good standing
in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification,
except to the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the
Company.
(f) This
Agreement has been duly authorized, executed and delivered by the Company.
(g) The
Trust Agreement has been duly authorized, executed and delivered by the Company, and is a valid and binding agreement of the Company,
enforceable against the Company, in accordance with its terms except as the enforceability thereof may be limited by bankruptcy,
insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles
of general applicability (the “
Enforceability Exceptions
”).
(h) The
Warrant Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement of the Company,
enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited by the Enforceability
Exceptions.
(i) The
Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s
knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor,
enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability
thereof may be limited by the Enforceability Exceptions.
(j) The
Private Placement Securities Purchase Agreement has been duly authorized, executed and delivered by the Company and, to the Company’s
knowledge, the Sponsor, and is a valid and binding agreement of the Company and, to the Company’s knowledge, the Sponsor,
enforceable against the Company and, to the Company’s knowledge, the Sponsor in accordance with its terms except as the enforceability
thereof may be limited by the Enforceability Exceptions.
(k) The
Registration Rights Agreement has been duly authorized, executed and delivered by the Company and is a valid and binding agreement
of the Company, enforceable against the Company in accordance with its terms except as the enforceability thereof may be limited
by the Enforceability Exceptions.
(l) The
Insider Letter executed by the Company, the Sponsor and each executive officer, director, and director nominee of the Company,
has been duly authorized, executed and delivered by the Company and, to the Company’s knowledge, the Sponsor and each such
executive officer, director and director nominee, respectively, and is a valid and binding agreement of the Company and, to the
Company’s knowledge, the Sponsor and each such executive officer, director and director nominee, respectively, enforceable
against the Company and, to the Company’s knowledge, the Sponsor and each such executive officer, director and director nominee,
respectively, in accordance with its terms except as the enforceability thereof may be limited by the Enforceability Exceptions.
(m) The
authorized equity capitalization of the Company conforms as to legal matters to the description thereof contained in each of the
Time of Sale Prospectus and the Prospectus.
(n) The
Founder Shares have been duly authorized and are validly issued, fully paid and non-assessable; and none of such securities were
issued in violation of the preemptive rights of any holders of any security of the Company or similar contractual rights granted
by the Company. The sales of the Founder Shares by the Company were based in part on the representations and warranties of the
purchasers of such Founder Shares, exempt from the registration requirements under the Securities Act and any applicable state
securities and blue sky laws. The holders of the Founder Shares are not entitled to preemptive or other rights to subscribe for
the Securities; and, except as set forth in the Time of Sale Prospectus and the Prospectus, no options, warrants or other rights
to purchase, agreements or other obligations to issue, or rights to convert any obligations into or exchange any securities for,
shares or other ownership interests in the Company are outstanding.
(o) The
Units to be sold by the Company have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement,
will be validly issued, and the issuance of such Units will not be subject to any preemptive or similar rights.
(p) The
Shares included in each of the Units have been duly authorized and, when issued and delivered against payment for the Securities
by the Underwriters pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such
Shares will not be subject to any preemptive or similar rights.
(q) The
Warrants included in each of the Units, when issued and delivered in the manner set forth in the Warrant Agreement against payment
for the Securities by the Underwriters pursuant to this Agreement, will be duly issued and delivered, and will constitute valid
and binding obligations of the Company, enforceable against the Company in accordance with their terms, except as the enforceability
thereof may be limited by the Enforceability Exceptions.
(r) The
Shares issuable upon exercise of the Warrants included in each of the Units and the Private Placement Warrants (including those
underlying the Private Placement Units) have been duly authorized and reserved for issuance upon exercise thereof and, when issued
and delivered against payment therefor pursuant to the Warrants and the Private Placement Warrants, and the Warrant Agreement,
will be validly issued, fully paid and non-assessable. The holders of such Shares are not and will not be subject to personal liability
by reason of being such holders; the issuance of such Shares are not and will not be subject to any preemptive or similar rights;
and all corporate action required to be taken for the authorization, issuance and sale of such Shares (other than such execution
(if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.
(s) The
Private Placement Units have been duly authorized and, when issued and delivered upon the consummation of the Offering, will be
validly issued, and the issuance of such Units will not be subject to any preemptive or similar rights.
(t) The
Private Placement Shares included in each of the Private Placement Units have been duly authorized and, when issued and delivered
against payment for the Private Placement Securities by the Sponsor pursuant to Private Placement Securities Purchase Agreement,
will be validly issued, fully paid and non-assessable, and the issuance of such Private Placement Shares will not be subject to
any preemptive or similar rights.
(u) The
Private Placement Warrants (including those underlying the Private Placement Units) have been duly authorized and, when delivered
upon the consummation of the Offering, will be duly issued, and will constitute valid and binding obligations of the Company, enforceable
against the Company in accordance with their terms, except as the enforceability thereof may be limited by the Enforceability Exceptions.
(v) The
execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement, the Trust
Agreement, the Warrant Agreement, the Founder’s Purchase Agreement, the Private Placement Securities Purchase Agreement,
the Registration Rights Agreement and the Insider Letter will not contravene any provision of applicable law or the certificate
of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company that is material to the
Company, or any judgment, order or decree of any governmental body, agency or court having jurisdiction over the Company, and no
consent, approval, authorization or order of, or qualification with, any governmental body or agency is required for the performance
by the Company of its obligations under this Agreement, the Trust Agreement, the Warrant Agreement, the Founder’s Purchase
Agreement, the Private Placement Securities Purchase Agreement, the Registration Rights Agreement and the Insider Letter, except
such as may be required by (i) the securities or Blue Sky laws of the various states in connection with the offer and sale of the
Securities, (ii) the Conduct Rules of FINRA, (iii) any listing applications and related consents or any notices required by the
NASDAQ Capital Market in the ordinary course of the offering of the Units or (iv) filings with the Commission pursuant to Rule
424(b) under the Securities Act.
(w) There
has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition,
financial or otherwise, or in the earnings, business or operations of the Company, from that set forth in the Time of Sale Prospectus.
(x) There
are no legal or governmental proceedings pending or threatened to which the Company or the Sponsor is a party or to which any of
the properties of the Company or the Sponsor is subject (i) other than proceedings accurately described in all material respects
in the Time of Sale Prospectus and proceedings that would not have a material adverse effect on the Company, or on the power or
ability of the Company to perform its obligations under this Agreement or to consummate the transactions contemplated by the Time
of Sale Prospectus or (ii) that are required to be described in the Registration Statement or the Prospectus and are not so described;
and there are no statutes, regulations, contracts or other documents that are required to be described in the Registration Statement
or the Prospectus or to be filed as exhibits to the Registration Statement that are not described or filed as required.
(y) Each
preliminary prospectus filed as part of the registration statement as originally filed or as part of any amendment thereto, or
filed pursuant to Rule 424 under the Securities Act, complied when so filed in all material respects with the Securities Act
and the applicable rules and regulations of the Commission thereunder.
(z) The
Company is not, and after giving effect to the offering and sale of the Securities and the application of the proceeds thereof
as described in the Prospectus will not be, required to register as an “investment company” as such term is defined
in the Investment Company Act of 1940, as amended.
(aa) There
are no contracts, agreements or understandings between the Company and any person granting such person the right to require the
Company to file a registration statement under the Securities Act with respect to any securities of the Company except as described
in the Time of Sale Prospectus or to require the Company to include such securities with the Securities registered pursuant to
the Registration Statement.
(bb) (i)
None of the Company, the Sponsor or, to the Company’s knowledge, any affiliate of the Company, or any director, officer,
or employee of the Company or the Sponsor, or any agent or representative of the Company or the Sponsor or of any of the Company’s
affiliates, has taken or will take any action in furtherance of an offer, payment, promise to pay, or authorization or approval
of the payment, giving or receipt of money, property, gifts or anything else of value, directly or indirectly, to any government
official (including any officer or employee of a government or government-owned or controlled entity or of a public international
organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or
party official or candidate for political office) (“
Government Official
”) in order to influence official action,
or to any person in violation of any applicable anti-corruption laws or otherwise taken any action, directly or indirectly, that
would result in a violation by such persons of the Foreign Corrupt Practices Act of 1977, as amended, and the rules and regulations
thereunder; (ii) the Company, the Sponsor and, to the Company’s knowledge, the Company’s affiliates have conducted
their businesses in compliance with applicable anti-corruption laws and have instituted and maintained and will continue to maintain
policies and procedures reasonably designed to promote and achieve compliance with such laws and with the representations and warranties
contained herein; and (iii) the Company will not use, directly or indirectly, the proceeds of the Offering in furtherance of an
offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any person in
violation of any applicable anti-corruption laws.
(cc) The
operations of the Company and the Sponsor are and have been conducted at all times in material compliance with all applicable financial
recordkeeping and reporting requirements, including those of the Bank Secrecy Act, as amended by Title III of the Uniting and Strengthening
America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (USA PATRIOT Act), and the applicable
anti-money laundering statutes of jurisdictions where the Company conducts business, the rules and regulations thereunder and any
related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively,
the “
Anti-Money Laundering Laws
”), and no action, suit or proceeding by or before any court or governmental
agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or,
to the best knowledge of the Company, threatened.
(dd) (i)
None of the Company, the Sponsor or, to the Company’s knowledge, any director, officer, or employee of the Company, or any
agent, affiliate or representative of the Company, is an individual or entity (“
Person
”) that is, or is owned
or controlled by one or more Persons that are:
(A) the
subject of any sanctions administered or enforced by the U.S. Department of Treasury’s Office of Foreign Assets Control,
the United Nations Security Council, the European Union, Her Majesty’s Treasury, or other relevant sanctions authority (collectively,
“
Sanctions
”), or
(B) located,
organized or resident in a country or territory that is the subject of Sanctions (including, without limitation, Crimea, Cuba,
Iran, North Korea and Syria).
(ii) The
Company will not, directly or indirectly, use the proceeds of the Offering, or lend, contribute or otherwise make available such
proceeds to any subsidiary, joint venture partner or other Person:
(A) to
fund or facilitate any activities or business of or with any Person or in any country or territory that, at the time of such funding
or facilitation, is the subject of Sanctions; or
(B) in
any other manner that will result in a violation of Sanctions by any Person (including any Person participating in the Offering,
whether as underwriter, advisor, investor or otherwise).
(iii) The
Company has not knowingly engaged in, is not now knowingly engaged in, and will not engage in, any dealings or transactions with
any Person, or in any country or territory, that at the time of the dealing or transaction is or was the subject of Sanctions.
(ee) Subsequent
to the respective dates as of which information is given in each of the Registration Statement, the Time of Sale Prospectus and
the Prospectus, (i) the Company has not incurred any material liability or obligation, direct or contingent, nor entered into any
material transaction; (ii) the Company has not purchased any of its outstanding capital stock, nor declared, paid or otherwise
made any dividend or distribution of any kind on its capital stock other than ordinary and customary dividends; and (iii) there
has not been any material change in the capital stock, short-term debt or long-term debt of the Company, except in each case as
described in each of the Registration Statement, the Time of Sale Prospectus and the Prospectus, respectively.
(ff) The
Company does not own any property; the property described in the Registration Statement, the Time of Sale Prospectus and the Prospectus
as being available for use by the Company is available for use thereby under a valid and enforceable agreement.
(gg) No
material labor dispute with the employees of the Company exists, except as described in the Time of Sale Prospectus, or, to the
knowledge of the Company, is imminent.
(hh) The
Company possesses all certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities
necessary to conduct its business, and the Company has not received any notice of proceedings relating to the revocation or modification
of any such certificate, authorization or permit which, singly or in the aggregate, if the subject of an unfavorable decision,
ruling or finding, would have a material adverse effect on the Company, except as described in the Time of Sale Prospectus.
(ii) The
Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that (i) transactions are
executed in accordance with management’s general or specific authorizations; (ii) transactions are recorded as necessary
to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset
accountability; (iii) access to assets is permitted only in accordance with management’s general or specific authorization;
and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action
is taken with respect to any differences. Except as described in the Time of Sale Prospectus, there has been (i) no material weakness
in the Company’s internal control over financial reporting (whether or not remediated) and (ii) no change in the Company’s
internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s
internal control over financial reporting.
(jj) Except
as described in the Time of Sale Prospectus, the Company has not sold, issued or distributed any securities during the six-month
period preceding the date hereof, including any sales pursuant to Rule 144A under, or Regulation D or S of, the Securities
Act.
(kk) Neither
the Company nor any of its affiliates has, prior to the date hereof, made any offer or sale of any securities that are required
to be “integrated” pursuant to the Securities Act with the offer and sale of the Securities pursuant to the Registration
Statement.
(ll) The
Company has filed all federal, state, local and foreign tax returns required to be filed through the date of this Agreement or
has requested extensions thereof (except where the failure to file would not, individually or in the aggregate, have a material
adverse effect) and has paid all taxes required to be paid thereon (except for cases in which the failure to file or pay would
not have a material adverse effect, or, except as currently being contested in good faith and for which reserves required by U.S.
generally accepted accounting principles (“
U.S. GAAP
”) have been created in the financial statements of the
Company), and no tax deficiency has been determined adversely to the Company which has had (nor does the Company have any notice
or knowledge of any tax deficiency which could reasonably be expected to be determined adversely to the Company and which could
reasonably be expected to have) a material adverse effect.
(mm) There
are no transfer, stamp, issue, registration, documentary or other similar taxes, duties, fees or charges under U.S. federal law
or the laws of any state, or any political subdivision thereof, or under the laws of any non-U.S. jurisdiction, required to be
paid in connection with the execution and delivery of this Agreement or the issuance or sale by the Company of the Securities.
(nn) From
the time of initial confidential submission of the Registration Statement to the Commission (or, if earlier, the first date on
which the Company engaged directly or through any person authorized to act on its behalf in any Testing-the-Waters Communication)
through the date hereof, the Company has been and is an “emerging growth company,” as defined in Section 2(a) of the
Securities Act (an “
Emerging Growth Company
”). “
Testing-the-Waters Communication
” means any
oral or written communication with potential investors undertaken in reliance on Section 5(d) of the Securities Act.
(oo) The
Company (i) has not alone engaged in any Testing-the-Waters Communication other than Testing-the-Waters Communications with the
consent of one or more of the Managers with entities that are qualified institutional buyers within the meaning of Rule 144A under
the Securities Act or institutions that are accredited investors within the meaning of Rule 501 under the Securities Act and (ii)
has not authorized anyone other than the Managers to engage in Testing-the-Waters Communications. The Company reconfirms that the
Managers have been authorized to act on its behalf in undertaking Testing-the-Waters Communications. The Company has not distributed
any Written Testing-the-Waters Communications other than those listed on Schedule III hereto. “
Written Testing-the-Waters
Communication
” means any Testing-the-Waters Communication that is a written communication within the meaning of Rule
405 under the Securities Act.
(pp) As
of the time of each sale of the Securities in connection with the Offering when the Prospectus is not yet available to prospective
purchasers, none of (A) the Time of Sale Prospectus, and (B) any individual Written Testing-the-Waters Communication, when considered
together with the Time of Sale Prospectus, included, includes or will include an untrue statement of a material fact or omitted,
omits or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
under which they were made, not misleading.
(qq) The
historical financial statements, including the notes thereto and the supporting schedules, if any, of the Company included in the
Time of Sale Prospectus, the Prospectus and the Registration Statement present fairly the financial condition, results of operations
and cash flows of the Company as of the dates and for the periods indicated, comply as to form in all material respects with the
applicable accounting requirements of the Securities Act and have been prepared in conformity with U.S. GAAP applied on a consistent
basis throughout the periods involved (except as otherwise noted therein). The summary financial data set forth under the caption
“Summary—Summary Financial Data” in the Time of Sale Prospectus, Prospectus and Registration Statement fairly
present, on the basis stated in the Time of Sale Prospectus, Prospectus and Registration Statement, the information included therein.
The Company is not party to any off-balance sheet transactions, arrangements, obligations (including contingent obligations), or
other relationships with unconsolidated entities or other persons that may have a material current or future effect on the Company’s
financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources,
or significant components of revenues or expenses. The statistical, industry-related and market-related data included in the Registration
Statement, the Time of Sale Prospectus and the Prospectus are based on or derived from sources that the Company reasonably and
in good faith believes are reliable and accurate, and such data agree with the sources from which they are derived.
(rr) Marcum
LLP (“
Marcum
”), who have certified certain financial statements of the Company and delivered their report with
respect to the audited financial statements and schedules included in the Registration Statement, Time of Sale Prospectus and the
Prospectus, is a registered public accounting firm that is independent with respect to the Company within the meaning of the Securities
Act and the Exchange Act and the applicable published rules and regulations thereunder.
(ss) There
is and has been no failure on the part of the Company or, to the Company’s knowledge, any of the Company’s officers
or directors, in their capacities as such, to comply with (as and when applicable), and immediately following the Effective Date
the Company will be in compliance with, NASDAQ Marketplace Rule 5605. Further, there is and has been no failure on the part of
the Company or, to the Company’s knowledge, any of the Company’s officers or directors, in their capacities as such,
to comply with (as and when applicable), and immediately following the Effective Date the Company will be in compliance with, the
phase-in requirements and all other provisions of the NASDAQ Stock Market LLC corporate governance requirements set forth in the
NASDAQ Marketplace Rules.
(tt) Except
as disclosed in the Time of Sale Prospectus and the Prospectus, the Company (i) does not have any material lending or other
relationship with any bank or lending affiliate of any of the Underwriters and (ii) does not intend to use any of the proceeds
from the sale of the Securities hereunder to repay any outstanding debt owed to any affiliate of any of the Underwriters.
(uu) To
the Company’s knowledge, all information contained in the questionnaires (the “
Questionnaires
”) completed
by the Sponsor and the Company’s officers, directors and director nominees and provided to the Underwriters is true and correct
and the Company has not become aware of any information that would cause the information disclosed in the Questionnaires completed
by the Sponsor or the Company’s officers, directors and director nominees to become inaccurate and incorrect.
(vv) The
Company has not selected any potential Business Combination target and has not, nor has anyone on its behalf, initiated any substantive
discussions, directly or indirectly, with any potential Business Combination target.
(ww) Except
as described in the Time of Sale Prospectus and the Prospectus, there are no claims, payments, arrangements, contracts, agreements
or understandings relating to the payment of a brokerage commission or finder’s, consulting, origination or similar fee by
the Company, the Sponsor, or, to the Company’s knowledge, their respective affiliates, or any officer, director or director
nominee of the Company with respect to the sale of the Securities hereunder or any other arrangements, agreements or understandings
of the Company, the Sponsor or, to the Company’s knowledge, any such officer, director or director nominee of the Company,
or their respective affiliates, that may affect the Underwriters’ compensation, as determined by FINRA.
(xx) Except
as described in the Time of Sale Prospectus and the Prospectus, the Company has not made any direct or indirect payments (in cash,
securities or any other “item of value” as defined in Rule 5110(c)(3) of FINRA’s Conduct Rules): (i) to
any person, as a finder’s fee, consulting fee or otherwise, in consideration of such person raising capital for the Company
or introducing to the Company persons who raised or provided capital to the Company; (ii) to any person that has been accepted
by FINRA as a member of FINRA (a “
Member
”); or (iii) to any person or entity that has any direct or indirect
affiliation or association with any Member, within the twelve (12) months prior to the Effective Date, other than payments to the
Underwriters pursuant to this Agreement.
(yy) Except
as described in the Time of Sale Prospectus and the Prospectus, during the period beginning 180 days prior to the initial filing
of the Registration Statement and ending on the Effective Date, no Member and/or any person associated or affiliated with a Member
has provided any investment banking, financial advisory and/or consulting services to the Company.
(zz) Except
as disclosed in the Time of Sale Prospectus and the Prospectus, to the Company’s knowledge, no officer, director, or
beneficial owner of 10% or more of the outstanding shares of any class of the Company’s securities (whether debt or
equity, registered or unregistered, regardless of the time acquired or the source from which derived) (any such individual or
entity, a “
Company Affiliate
”) is a “Participating Member” as defined in Rule 5110(a)(4) of
FINRA’s Conduct Rules (a “
Participating Member
”) or a person associated or affiliated with a
Participating Member.
(aaa) Except
as disclosed in the Time of Sale Prospectus and the Prospectus, to the Company’s knowledge, no Company Affiliate is an owner
of stock or other securities of any Participating Member (other than securities purchased on the open market).
(bbb) Except
as described in the Time of Sale Prospectus and the Prospectus, no proceeds from the sale of the Securities (excluding underwriting
compensation as disclosed in the Time of Sale Prospectus and the Prospectus) will be paid by the Company to any Member, or any
persons associated or affiliated with a Member.
(ccc) Except
as disclosed in the Time of Sale Prospectus and the Prospectus, the Company has not issued any warrants or other securities, or
granted any options, directly or indirectly to anyone who is a potential underwriter in the Offering or, to the Company’s
knowledge, a related person (as defined by FINRA rules) of such an underwriter within the 180-day period prior to the initial filing
date of the Registration Statement through the date of this Agreement.
(ddd) Except
as disclosed in the Time of Sale Prospectus and the Prospectus, to the Company’s knowledge, no person to whom securities
of the Company have been privately issued within the 180-day period prior to the initial filing date of the Registration Statement
through the date of this Agreement has any affiliation or association with any Participating Member.
(eee) Except
as disclosed in the Time of Sale Prospectus and the Prospectus, no Member intending to participate in the Offering has a conflict
of interest with the Company. For this purpose, a “conflict of interest” means, if at the time of the Member’s
participation in the Offering, any of the following applies: (A) the securities are to be issued by the Member; (B) the
Company controls, is controlled by or is under common control with the Member or the Member’s associated persons; (C) at
least 5% of the net offering proceeds, not including underwriting compensation, are intended to be: (i) used to reduce or
retire the balance of a loan or credit facility extended by the Member, its affiliates and its associated persons, in the aggregate;
or (ii) otherwise directed to the Member, its affiliates and associated persons, in the aggregate; or (D) as a result
of the Offering and any transactions contemplated at the time of the Offering: (i) the Member will be an affiliate of the
Company; (ii) the Member will become publicly owned; or (iii) the Company will become a Member or form a broker-dealer
subsidiary.
(fff) The
Company has not taken, directly or indirectly, any action designed to or that would constitute or that might reasonably be expected
to cause or result in, under the Exchange Act or otherwise, stabilization or manipulation of the price of any security of the Company
to facilitate the sale or resale of the Securities.
(ggg) The
Company does not own an interest in any corporation, partnership, limited liability company, joint venture, trust or other entity.
(hhh) No
relationship, direct or indirect, exists between or among any of the Company or any affiliate of the Company, on the one hand,
and any director, director nominee, officer, stockholder, special advisor, customer or supplier of the Company or any affiliate
of the Company, on the other hand, which is required by the Securities Act or the Exchange Act to be described in the Time of Sale
Prospectus and the Prospectus that is not described as required. There are no outstanding loans, advances (except normal advances
for business expenses in the ordinary course of business) or guarantees of indebtedness by the Company to or for the benefit of
any of the officers, directors or director nominees of the Company or any of their respective family members, except as disclosed
in the Registration Statement, Time of Sale Prospectus and the Prospectus. The Company has not extended or maintained credit, arranged
for the extension of credit, or renewed an extension of credit, in the form of a personal loan to or for any director or officer
of the Company.
(iii) The
Company has not offered, or caused the Underwriters to offer, the Securities to any person or entity with the intention of unlawfully
influencing: (a) a customer or supplier of the Company or any affiliate of the Company to alter the customer’s or supplier’s
level or type of business with the Company or such affiliate or (b) a journalist or publication to write or publish favorable
information about the Company or any such affiliate.
(jjj) Upon
delivery and payment for the Units on the Closing Date, the Company will not be subject to Rule 419 under the Securities Act and
none of the Company’s outstanding securities will be deemed to be a “penny stock” as defined in Rule 3a51-1 under
the Exchange Act.
(kkk) There
is no franchise, contract or other document of a character required to be described in the Time of Sale Prospectus or Prospectus,
or to be filed as an exhibit thereto, which is not described or filed as required (and the Time of Sale Prospectus contains in
all material respects the same description of the foregoing matters contained in the Prospectus); and the statements in the Time
of Sale Prospectus and the Prospectus under the headings “Principal Stockholders,” “Certain Relationships and
Related Party Transactions,” and “Description of Securities” insofar as such statements summarize legal matters,
agreements, documents or proceedings discussed therein, are accurate and fair summaries in all material respects of such legal
matters, agreements, documents or proceedings. There are no business relationships or related party transactions involving the
Company or any other person required by the Securities Act to be described in the Registration Statement, Time of Sale Prospectus
or Prospectus that have not been described as required.
2.
Agreements
to Sell and Purchase.
The Company hereby agrees to sell to the several Underwriters, and each Underwriter, upon the basis of
the representations and warranties herein contained, but subject to the conditions hereinafter stated, agrees, severally and not
jointly, to purchase from the Company the respective numbers of Firm Securities set forth in Schedule I hereto opposite its
name at $9.80 a Unit (the “
Purchase Price
”) (subject to such adjustments to eliminate fractional Units as you
may determine).
On the basis of the representations
and warranties contained in this Agreement, and subject to its terms and conditions, the Company agrees to sell to the Underwriters
the Additional Securities, and the Underwriters shall have the right to purchase, severally and not jointly, up to 3,000,000 Additional
Securities at the Purchase Price, provided, however, that the amount paid by the Underwriters for any Additional Securities shall
be reduced by an amount per Unit equal to any dividends declared by the Company and payable on the Firm Securities but not payable
on such Additional Securities. You may exercise this right on behalf of the Underwriters in whole or from time to time in part
by giving written notice not later than 45 days after the date of this Agreement. Any exercise notice shall specify the number
of Additional Securities to be purchased by the Underwriters and the date on which such shares are to be purchased. Each purchase
date must be at least two business days after the written notice is given and may not be earlier than the closing date for the
Firm Securities nor later than ten business days after the date of such notice. Additional Securities may be purchased as provided
in Section 4 hereof solely for the purpose of covering over-allotments made in connection with the offering of the Firm Securities.
On each day, if any, that Additional Securities are to be purchased (an “
Option Closing Date
”), each Underwriter
agrees, severally and not jointly, to purchase the number of Additional Securities (subject to such adjustments to eliminate fractional
Units as you may determine) that bears the same proportion to the total number of Additional Securities to be purchased on such
Option Closing Date as the number of Firm Securities set forth in Schedule I hereto opposite the name of such Underwriter
bears to the total number of Firm Securities.
In addition to the discount from the public
offering price represented by the Purchase Price set forth in the first sentence of this Section, the Company hereby agrees to
pay to the Underwriters a deferred discount of $0.35 per Unit (including both Firm Securities and Additional Securities) purchased
hereunder (the “
Deferred Discount
”). The Underwriters hereby agree that if no Business Combination is consummated
within the time period provided in the Trust Agreement and the funds held under the Trust Agreement are distributed to the holders
of the Shares included in the Securities sold pursuant to this Agreement (the “
Public Stockholders
”), (i) the
Underwriters will forfeit any rights or claims to the Deferred Discount and (ii) the trustee under the Trust Agreement is authorized
to distribute the Deferred Discount to the Public Stockholders on a pro rata basis.
The Company hereby agrees that, without
the prior written consent of the Managers on behalf of the Underwriters, it will not, (x) during the period ending 180 days
after the date of the Prospectus (the “
Restricted Period
”), offer, pledge, sell, contract to sell, sell any
option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend,
or otherwise transfer or dispose of, directly or indirectly, any Units, Warrants or Shares beneficially owned (as such term is
used in Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “
Exchange Act
”)) or any other securities
so owned convertible into or exercisable or exchangeable for Shares;
provided
,
however
, that the foregoing shall
not apply to the forfeiture of a portion of the Founder Shares pursuant to their terms and the Company may (1) issue and sell the
Private Placement Securities, (2) issue and sell the Additional Securities on exercise of the option provided for in Section 2
hereof and (3) issue securities in connection with a Business Combination, or (y) release the Sponsor or any officer, director
or director nominee from the 180-day lock-up contained in the Insider Letter.
If the Managers, in their sole discretion,
agree to release or waive the restrictions set forth in this Section 2 or the restrictions set forth in the Insider Letter for
an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three (3)
business days before the effective date of the release or waiver, the Company agrees to announce the impending release or waiver
by a press release substantially in the form of Exhibit A hereto through a major news service at least two (2) business days before
the effective date of the release or waiver.
3.
Terms
of Public Offering
. The Company is advised by you that the Underwriters propose to make a public offering of their respective
portions of the Securities as soon after the Registration Statement and this Agreement have become effective as in your judgment
is advisable (the “
Offering
”). The Company is further advised by you that the Securities are to be offered to
the public initially at $10.00 a Unit (the “
Public Offering Price
”) and to certain dealers selected by you at
a price that represents a concession not in excess of $[●] a Unit under the Public Offering Price.
4.
Payment
and Delivery.
Payment for the Firm Securities shall be made as follows: $196,000,000 of the net proceeds for the Firm Securities
(including $7,000,000 of Deferred Discount) shall be deposited in the Trust Account pursuant to the terms of the Trust Agreement
along with a portion of the gross proceeds of the Private Placement Securities in order for the Trust Account to equal the product
of the number of Units sold and the Public Offering Price per Unit as set forth on the cover of the Prospectus upon delivery of
such Firm Securities for the respective accounts of the several Underwriters at 10:00 a.m., New York City time, on [●],
2018, or at such other time on the same or such other date, not later than [●], 2018, as shall be designated in writing
by you. The time and date of such payment are hereinafter referred to as the “
Closing Date
.” Payment by the
Underwriters for the Firm Securities is contingent on the payment by the Sponsor to the Trust Account, as described above, for
the Private Placement Securities at least one Business Day prior to the Closing Date.
Payment for any Additional Securities shall
be made as follows: $9.80 per Additional Security (including $0.35 per Additional Security of Deferred Discount) shall be deposited
in the Trust Account pursuant to the terms of the Trust Agreement along with the gross proceeds of the Private Placement Securities
in order for the Trust Account to equal the product of the number of Units sold and the Public Offering Price per Unit as set forth
on the cover of the Prospectus upon delivery of such Additional Securities for the respective accounts of the several Underwriters
at 10:00 a.m., New York City time, on the date specified in the corresponding notice described in Section 2 or at such other
time on the same or on such other date, in any event not later than [●], 2018, as shall be designated in writing by you.
Payment by the Underwriters for the Additional Securities is contingent on the payment by the Sponsor to the Trust Account, as
described above, for the Private Placement Securities at least one Business Day prior to the Closing Date.
The Firm Securities and Additional Securities
shall be registered in such names and in such denominations as you shall request in writing not later than one full business day
prior to the Closing Date or the applicable Option Closing Date, as the case may be. The Firm Securities and Additional Securities
shall be delivered to you on the Closing Date or an Option Closing Date, as the case may be, for the respective accounts of the
several Underwriters, with any transfer taxes payable in connection with the transfer of the Securities to the Underwriters duly
paid, against payment of the Purchase Price therefor.
5.
Conditions
to the Underwriters’ Obligations
. The obligations of the Company to sell the Securities to the Underwriters and the several
obligations of the Underwriters to purchase and pay for the Securities on the Closing Date are subject to the condition that the
Registration Statement shall have become effective not later than 9:00 a.m. (New York City time) on the date hereof.
The several obligations of the Underwriters
are subject to the following further conditions:
(a) Subsequent
to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any change, or any
development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations
of the Company from that set forth in the Time of Sale Prospectus that, in your judgment, is material and adverse and that makes
it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus.
(b) The
Underwriters shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of
the Company, to the effect set forth in Section 5(a) above and to the effect that the representations and warranties of the
Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the
agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date.
The officer signing and delivering such
certificate may rely upon the best of his or her knowledge as to proceedings threatened.
(c) The
Underwriters shall have received on the Closing Date an opinion of Greenberg Traurig, LLP, outside counsel for the Company, dated
the Closing Date, in a form reasonably acceptable to the Managers.
(d) The
Underwriters shall have received on the Closing Date an opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the
Underwriters, dated the Closing Date, in a form reasonably acceptable to the Managers.
The opinions of Greenberg Traurig, LLP and
Skadden, Arps, Slate, Meagher & Flom LLP described in Sections 5(c) and 5(d) above shall be rendered to the Underwriters
at the request of the Company and shall so state therein.
(e) The
Underwriters shall have received, on each of the date hereof and the Closing Date, a letter dated the date hereof or the Closing
Date, as the case may be, in form and substance satisfactory to the Underwriters, from Marcum, independent public accountants,
containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters
with respect to the financial statements and certain financial information contained in the Registration Statement, the Time of
Sale Prospectus and the Prospectus;
provided
that the letter delivered on the Closing Date shall use a “cut-off date”
not earlier than the date hereof.
(f) The
Company will deliver to Managers executed copies of the Trust Agreement, the Warrant Agreement, the Founder’s Purchase Agreement,
the Private Placement Securities Purchase Agreement, the Registration Rights Agreement, the Securities Assignment Agreement, and
the Insider Letters, and each shall be in full force and effect on the Closing Date.
(g) FINRA
shall not have raised any objection with respect to the fairness or reasonableness of the underwriting or other arrangements of
the transactions contemplated hereby.
(h) The
Securities shall be duly listed subject to notice of issuance on the NASDAQ Capital Market, satisfactory evidence of which shall
have been provided to the Managers.
(i) On
or prior to the Closing Date, the Sponsor shall have caused the applicable portion of the purchase price for the Private Placement
Securities to be deposited into the Trust Account.
(j) No
order preventing or suspending the sale of the Units in any jurisdiction designated by the Managers pursuant to Section 6(g) hereof
shall have been issued as of the Closing Date, and no proceedings for that purpose shall have been instituted or shall have been
threatened.
(k) The
several obligations of the Underwriters to purchase Additional Securities hereunder are subject to the delivery to you on the applicable
Option Closing Date of the following:
(i) a
certificate, dated the Option Closing Date and signed by an executive officer of the Company, confirming that the certificate delivered
on the Closing Date pursuant to Section 5(b) hereof remains true and correct as of such Option Closing Date;
(ii) an
opinion of Greenberg Traurig, LLP, outside counsel for the Company, dated the Option Closing Date, relating to the Additional Securities
to be purchased on such Option Closing Date in a form reasonably acceptable to the Managers;
(iii) an
opinion of Skadden, Arps, Slate, Meagher & Flom LLP, counsel for the Underwriters, dated the Option Closing Date, relating
to the Additional Securities to be purchased on such Option Closing Date in a form reasonably acceptable to the Managers;
(iv) a
letter dated the Option Closing Date, in form and substance satisfactory to the Underwriters, from Marcum, independent public accountants,
substantially in the same form and substance as the letter furnished to the Underwriters pursuant to Section 5(e) hereof;
provided
that the letter delivered on the Option Closing Date shall use a “cut-off date” not earlier than three business days
prior to such Option Closing Date; and
(v) such
other documents as you may reasonably request with respect to the good standing of the Company, the due authorization and issuance
of the Additional Securities to be sold on such Option Closing Date and other matters related to the issuance of such Additional
Securities.
6.
Covenants
of the Company
. The Company covenants with each Underwriter as follows:
(a) To
furnish to you, without charge, four signed copies of the Registration Statement (including exhibits thereto) and for delivery
to each other Underwriter a conformed copy of the Registration Statement (without exhibits thereto) and to furnish to you in New
York City, without charge, prior to 10:00 a.m. New York City time on the business day next succeeding the date of this Agreement
and during the period mentioned in Sections 6(e) or 6(f) below, as many copies of the Time of Sale Prospectus, the Prospectus
and any supplements and amendments thereto or to the Registration Statement as you may reasonably request.
(b) Before
amending or supplementing the Registration Statement, the Time of Sale Prospectus or the Prospectus, to furnish to you a copy of
each such proposed amendment or supplement and not to file any such proposed amendment or supplement to which you reasonably object,
and to file with the Commission within the applicable period specified in Rule 424(b) under the Securities Act any prospectus
required to be filed pursuant to such Rule.
(c) Not
to make any offer relating to the Units that constitutes or would constitute a free writing prospectus or a portion thereof required
to be filed by the Company with the Commission or retained by the Company under Rule 433 of the Securities Act.
(d) Not
to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule
433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriter that the Underwriter otherwise
would not have been required to file thereunder.
(e) If
the Time of Sale Prospectus is being used to solicit offers to buy the Securities at a time when the Prospectus is not yet available
to prospective purchasers and any event shall occur or condition exist as a result of which it is necessary to amend or supplement
the Time of Sale Prospectus in order to make the statements therein, in the light of the circumstances, not misleading, or if any
event shall occur or condition exist as a result of which the Time of Sale Prospectus conflicts with the information contained
in the Registration Statement then on file, or if, in the opinion of counsel for the Underwriters, it is necessary to amend or
supplement the Time of Sale Prospectus to comply with applicable law, forthwith to prepare, file with the Commission and furnish,
at its own expense, to the Underwriters and to any dealer upon request, either amendments or supplements to the Time of Sale Prospectus
so that the statements in the Time of Sale Prospectus as so amended or supplemented will not, in the light of the circumstances
when the Time of Sale Prospectus is delivered to a prospective purchaser, be misleading or so that the Time of Sale Prospectus,
as amended or supplemented, will no longer conflict with the Registration Statement, or so that the Time of Sale Prospectus, as
amended or supplemented, will comply with applicable law.
(f) If,
during such period after the first date of the public offering of the Securities as in the opinion of counsel for the Underwriters
the Prospectus (or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is required by law to be delivered
in connection with sales by an Underwriter or dealer, any event shall occur or condition exist as a result of which it is necessary
to amend or supplement the Prospectus in order to make the statements therein, in the light of the circumstances when the Prospectus
(or in lieu thereof the notice referred to in Rule 173(a) of the Securities Act) is delivered to a purchaser, not misleading, or
if, in the opinion of counsel for the Underwriters, it is necessary to amend or supplement the Prospectus to comply with applicable
law, forthwith to prepare, file with the Commission and furnish, at its own expense, to the Underwriters and to the dealers (whose
names and addresses you will furnish to the Company) to which Securities may have been sold by you on behalf of the Underwriters
and to any other dealers upon request, either amendments or supplements to the Prospectus so that the statements in the Prospectus
as so amended or supplemented will not, in the light of the circumstances when the Prospectus (or in lieu thereof the notice referred
to in Rule 173(a) of the Securities Act) is delivered to a purchaser, be misleading or so that the Prospectus, as amended or supplemented,
will comply with applicable law.
(g) To
endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall
reasonably request, provided that no such qualification shall be required in any jurisdiction where, as a result thereof, the Company
would be subject to service of general process or to taxation as a foreign corporation doing business in such jurisdiction. Until
the earliest of (i) the date on which all Underwriters shall have ceased to engage in market-making activities in respect of the
Securities, (ii) the date on which the Securities are listed on the NASDAQ Capital Market (or any successor thereof), (iii) a going
private transaction or acquisition of the Company after the completion of a Business Combination, and (iv) the date of the Liquidation,
in each jurisdiction where such qualification shall be effected, the Company will, unless the Managers agree that such action is
not at the time necessary or advisable, use all reasonable efforts to file and make such statements or reports at such times as
are or may be required to qualify the Securities for offering and sale under the securities laws of such jurisdiction. For purposes
of this Agreement, “
Liquidation
” means the distributions of the Trust Account to the Public Stockholders in
connection with the redemption of Shares held by the Public Stockholders pursuant to the terms of the Company’s Amended and
Restated Certificate of Incorporation if the Company fails to consummate an initial Business Combination.
(h) To
make generally available to the Company’s security holders and to you as soon as practicable an earnings statement which
shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations of the Commission thereunder.
(i) Whether
or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid
all expenses incident to the performance of its obligations under this Agreement, including: (i) the fees, disbursements and expenses
of the Company’s counsel and the Company’s accountants in connection with the registration and delivery of the Securities
under the Securities Act and all other fees or expenses in connection with the preparation and filing of the Registration Statement,
any preliminary prospectus, the Time of Sale Prospectus and the Prospectus prepared by or on behalf of, used by, or referred to
by the Company and amendments and supplements to any of the foregoing, including all printing costs associated therewith, and the
mailing and delivering of copies thereof to the Underwriters and dealers, in the quantities hereinabove specified, (ii) all costs
and expenses related to the transfer and delivery of the Securities to the Underwriters, including any transfer or other taxes
payable thereon, (iii) the cost of printing or producing any Blue Sky or Legal Investment memorandum in connection with the offer
and sale of the Securities under state securities laws and all expenses in connection with the qualification of the Securities
for offer and sale under state securities laws as provided in Section 6(g) hereof, including filing fees and the reasonable
fees and disbursements of counsel for the Underwriters in connection with such qualification and in connection with the Blue Sky
or Legal Investment memorandum, (iv) all filing fees and the reasonable fees and disbursements of counsel to the Underwriters (such
fees and disbursements of counsel in an amount not to exceed $76,000) incurred in connection with the review and qualification
of the offering of the Securities by the FINRA, (v) all fees and expenses in connection with the preparation and filing of the
registration statement on Form 8-A relating to the Units, Shares and Warrants and all costs and expenses incident to listing
the Units, Shares and Warrants on the NASDAQ Capital Market, (vi) the cost of printing certificates representing the Securities,
(vii) the costs and charges of any transfer agent, registrar or depositary, (viii) the costs and expenses of the Company relating
to investor presentations on any “road show” undertaken in connection with the marketing of the offering of the Securities
or any “testing-the-waters presentations,” including, without limitation, expenses associated with the preparation
or dissemination of any electronic road show, expenses associated with the production of road show slides and graphics, fees and
expenses of any consultants engaged in connection with the road show presentations with the prior approval of the Company, and
travel and lodging expenses of the representatives and officers of the Company and any such consultants, the related costs and
expenses of the Managers in an amount not to exceed $40,000, and one-half of the cost of any aircraft chartered in connection with
the road show or “testing-the-waters presentations,” (ix) the document production charges and expenses associated with
printing this Agreement, (x) all expenses in connection with any offer and sale of the Securities outside of the United States,
including filing fees and the reasonable fees and disbursements of counsel for the Underwriters in connection with offers and sales
outside of the United States, (xi) other out-of-pocket expenses of the Managers in an amount not to exceed $25,000, and (xii) all
other costs and expenses incident to the performance of the obligations of the Company hereunder for which provision is not otherwise
made in this Section. Notwithstanding the foregoing, the Company’s obligations to reimburse the Managers for any expenses
actually incurred as set forth in the preceding sentence shall not exceed $141,000 in the aggregate. It is understood, however,
that except as provided in this Section, Section 8 entitled “Indemnity and Contribution” and the last paragraph
of Section 10 below, the Underwriters will pay all of their costs and expenses, including fees and disbursements of their
counsel, stock transfer taxes payable on resale of any of the Securities by them and any advertising expenses connected with any
offers they may make.
(j) The
Company will promptly notify the Managers if the Company ceases to be an Emerging Growth Company at any time prior to the later
of (a) completion of the distribution of the Securities within the meaning of the Securities Act and (b) completion of the Restricted
Period (as defined in Section 2 hereof).
(k) If
at any time following the distribution of any Written Testing-the-Waters Communication there occurred or occurs an event or development
as a result of which such Written Testing-the-Waters Communication included or would include an untrue statement of a material
fact or omitted or would omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances
existing at that subsequent time, not misleading, the Company will promptly notify the Managers and will promptly amend or supplement,
at its own expense, such Written Testing-the-Waters Communication to eliminate or correct such untrue statement or omission.
(l) The
Company will deliver to each Underwriter (or its agent), on the date of execution of this Agreement, a properly completed and executed
Certification Regarding Beneficial Owners of Legal Entity Customers, together with copies of identifying documentation, and the
Company undertakes to provide such additional supporting documentation as each Underwriter may reasonably request in connection
with the verification of the foregoing Certification.
(m) For
a period commencing on the Effective Date and ending five (5) years from the date of the consummation of the initial Business Combination
or such earlier time at which the Liquidation occurs or the Company is acquired (and is not the surviving entity) or completes
a going private transaction after the completion of a Business Combination (as applicable, the “
Termination Date
”),
the Company will use its commercially reasonable efforts to maintain the registration of the Units, Shares and Warrants under the
provisions of the Exchange Act. The Company will not deregister the Units, Shares or Warrants under the Exchange Act prior to the
Termination Date without the prior written consent of the Managers.
(n) The
Company shall, on the date hereof, retain its independent registered public accounting firm to audit the balance sheet of the Company
as of the Closing Date (the “
Audited Balance Sheet
”) reflecting the receipt by the Company of the proceeds of
the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later
than four (4) Business Days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Report shall contain
the Company’s Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of
all or any portion of the Additional Securities, the Company shall promptly, but not later than four (4) Business Days after the
receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s
sale of the Additional Securities and its receipt of the proceeds therefrom.
(o) For
a period commencing on the Effective Date and ending on the Termination Date, the Company, at its expense, shall cause its regularly
engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each
of the first three (3) fiscal quarters prior to the announcement of quarterly financial information, the filing of the Company’s
Form 10-Q quarterly report and the mailing, if any, of quarterly financial information to stockholders.
(p) For
a period commencing on the Effective Date and ending on the Termination Date, the Company shall, to the extent such information
or documents are not otherwise publicly available, upon written request from the Managers, furnish to the Managers copies of such
financial statements and other periodic and special reports as the Company from time to time furnishes generally to holders of
any class of securities, and promptly furnish to the Managers: (i) a copy of such registration statements, financial statements
and periodic and special reports as the Company shall be required to file with the Commission and from time to time furnishes generally
to holders of any such class of its securities in their capacities as such; and (ii) such additional documents and information
with respect to the Company and the affairs of any future subsidiaries of the Company as the Managers may from time to time reasonably
request, all subject to the execution of a satisfactory confidentiality agreement. Any registration statements, financial statements,
periodic and special reports or other additional documents referred to in the preceding sentence filed or furnished on the Commission’s
EDGAR website will be considered furnished for the purposes of this Section.
(q) For
a period commencing on the Effective Date and ending on the Termination Date, the Company shall retain a transfer and warrant agent.
(r) The
Company will not consummate an initial Business Combination with any entity that is affiliated with the Sponsor or any of the Company’s
officers or directors unless it obtains an opinion from an independent investment banking firm which is a member of FINRA, or from
an independent accounting firm, that such Business Combination is fair to the Company from a financial point of view.
The
Company may (i) pay the Sponsor, or any of the Company’s officers or directors, or any entity with which they are affiliated,
a finder’s fee, consulting fee or other compensation in connection with identifying, investigating and completing the initial
Business Combination, (ii) repay loans to the Sponsor as described in the Time of Sale Prospectus and the Prospectus and (iii)
make payments to the Sponsor or an affiliate or assignee of the Sponsor for office space, utilities and secretarial and administrative
support as described in the Time of Sale Prospectus and the Prospectus;
provided however
, that no such payments
shall be made from the proceeds of the Offering deposited in the Trust Account prior to the completion of the initial Business
Combination.
(s) The
Company will apply the net proceeds from the Offering and the sale of the Private Placement Securities received by it in a manner
consistent in all material respects with the applications described under the caption “Use of Proceeds” in the Time
of Sale Prospectus and the Prospectus.
(t) For
a period of 90 days following the Effective Date, in the event any person or entity (regardless of any FINRA affiliation or association)
is engaged to assist the Company in its search for a merger candidate or to provide any other merger and acquisition services,
or has provided or will provide any investment banking, financial, advisory and/or consulting services to the Company, the Company
agrees that it shall promptly provide to FINRA (via a FINRA submission), the Managers and counsel for the Underwriters a notification
prior to entering into the agreement or transaction relating to a potential Business Combination: (i) the identity of the
person or entity providing any such services; (ii) complete details of all such services and copies of all agreements governing
such services prior to entering into the agreement or transaction; and (iii) justification as to why the value received by
any person or entity for such services is not underwriting compensation for the Offering. The Company also agrees that proper disclosure
of such arrangement or potential arrangement will be made in the tender offer materials or proxy statement, as applicable, which
the Company may file with the Commission in connection with the Business Combination for purposes of offering redemption of shares
held by its stockholders or for soliciting stockholder approval, as applicable.
(u)
The Company shall advise FINRA, the Managers and counsel for the Underwriters
if it is aware that any 5% or greater stockholder of the Company, other than MIHI LLC, becomes an affiliate or associated
person of a Member participating in the distribution of the Securities.
(v) The
Company shall cause the proceeds of the Offering and the sale of the Private Placement Securities to be held in the Trust Account
to be invested only in United States government treasury bills with a maturity of 180 days or less or in money market funds meeting
certain conditions under Rule 2a-7 under the Investment Company Act as set forth in the Trust Agreement and disclosed in the Time
of Sale Prospectus and the Prospectus. The Company will otherwise conduct its business in a manner so that it will not become subject
to the Investment Company Act. Furthermore, once the Company consummates a Business Combination, it will not be required to register
as an investment company under the Investment Company Act.
(w) During
the period prior to the Company’s initial Business Combination or Liquidation, the Company may instruct the trustee under
the Trust Agreement to release from the Trust Account, solely from interest income earned on the funds held in the Trust Account,
the amounts necessary to pay taxes. Otherwise, all funds held in the Trust Account (including any interest income earned on the
amounts held in the Trust Account (which interest shall be net of taxes payable) will remain in the Trust Account until the earlier of the consummation of the Company’s
initial Business Combination or the Liquidation; provided, however, that in the event of the Liquidation, up to $100,000 of interest
income may be released to the Company if the proceeds of the Offering held by the Company outside of the Trust Account are not
sufficient to cover the costs and expenses associated with implementing the Company’s plan of dissolution.
(x) The
Company will reserve and keep available that maximum number of its authorized but unissued Shares that are issuable upon exercise
of any of the Warrants and Private Placement Warrants (including those underlying the Private Placement Units) outstanding from
time to time.
(y) Prior
to the consummation of an initial Business Combination or the Liquidation, the Company shall not issue any Shares, Warrants or
any options or other securities convertible into Shares, or any preferred shares, in each case, that participate in any manner
in the Trust Account or that vote as a class with the Shares on a Business Combination.
(z) Prior
to the consummation of an initial Business Combination or the Liquidation, the Company’s audit committee will review on a
quarterly basis all payments made to the Sponsor, to the Company’s officers or directors, or to the Company’s
or any of such other persons’ respective affiliates.
(aa) The
Company agrees that it will use commercially reasonable efforts to prevent the Company from becoming subject to Rule 419 under
the Securities Act prior to the consummation of any Business Combination, including, but not limited to, using its best efforts
to prevent any of the Company’s outstanding securities from being deemed to be a “penny stock” as defined in
Rule 3a-51-1 under the Exchange Act during such period.
(bb) To
the extent required by Rule 13a-15(e) under the Exchange Act, the Company will maintain “disclosure controls and procedures”
(as defined under Rule 13a-15(e) under the Exchange Act) and a system of internal accounting controls sufficient to provide reasonable
assurances that (i) transactions are executed in accordance with management’s general or specific authorization, (ii) transactions
are recorded as necessary in order to permit preparation of financial statements in accordance with U.S. GAAP and to maintain accountability
for assets, (iii) access to assets is permitted only in accordance with management’s general or specific authorization, and
(iv) the recorded accountability for assets is compared with existing assets at reasonable intervals and appropriate action is
taken with respect to any differences.
(cc) The
Company will use commercially reasonable efforts to effect and, for a period commencing on the Effective Date and ending on the
Termination Date, maintain the listing of the Units (except after the consummation of the initial Business Combination), Shares
and Warrants on the NASDAQ Capital Market (or another national securities exchange).
(dd) As
soon as legally required to do so, and continuing until the Termination Date, the Company and its directors and officers, in their
capacities as such, shall take all actions necessary to comply with any applicable provisions of the Sarbanes-Oxley Act, including
Section 402 related to loans and Sections 302 and 906 related to certifications, and to comply with the NASDAQ Marketplace Rules.
(ee) Prior
to the Termination Date, the Company shall not take any action or omit to take any action that would cause the Company to be in
breach or violation of its Amended and Restated Certificate of Incorporation or By-laws.
(ff) Prior
to the consummation of an initial Business Combination or the Liquidation, the Company will seek to have all vendors, service providers
(other than independent accountants), prospective target businesses, lenders or other entities with which it does business enter
into an agreement waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the
benefit of the Public Stockholders.
(gg) The
Company may consummate the initial Business Combination and conduct redemptions of Shares for cash upon consummation of such
Business Combination without a stockholder vote pursuant to Rule 13e-4 and Regulation 14E of the Exchange Act, including the
filing of tender offer documents with the Commission. Such tender offer documents will contain substantially the same
financial and other information about the initial Business Combination and the redemption rights as is required under the
Commission’s proxy rules and will provide each stockholder of the Company with the opportunity prior to the
consummation of the initial Business Combination to redeem the Shares held by such stockholder for an amount of cash equal to
(A) the aggregate amount then on deposit in the Trust Account as of two (2) business days prior to the consummation of
the initial Business Combination, representing (x) the proceeds held in the Trust Account from the offering and the sale
of the Private Placement Securities and (y) any interest income earned on the funds held in the Trust Account (which interest
shall be net of taxes payable),
divided by (B) the total number of Shares sold as part of the Units in the Offering (the “
Public
Shares
”) then outstanding. If, however, the Company elects not to file such tender offer documents, a stockholder
vote is required by law in connection with the initial Business Combination, or the Company decides to hold a
stockholder vote for business or other legal reasons, the Company will submit such Business Combination to the
Company’s stockholders for their approval (“
Business Combination Vote
”). With respect to the initial
Business Combination Vote, if any, the Sponsor has agreed to vote all of its Founder Shares and any other Shares they may
acquire during or after the Offering in favor of the Company’s initial Business Combination. If the Company seeks
stockholder approval of the initial Business Combination, the Company will offer to each Public Stockholder holding Shares
the right to have its shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules of the Commission
at a per share redemption price (the “
Redemption Price
”) equal to (I) the aggregate amount then on deposit
in the Trust Account as of two (2) business days prior to the consummation of the initial Business Combination, representing
(1) the proceeds held in the Trust Account from the offering and the sale of the Private Placement Securities and (2) any
interest income earned on the funds held in the Trust Account (which interest shall be net of any taxes payable), divided by
(II) the total number of Public Shares then outstanding. If the Company seeks stockholder approval of the initial Business
Combination, the Company may proceed with such Business Combination only if a majority of the outstanding shares voted by the
stockholders at a duly held stockholders meeting are voted to approve such Business Combination. If, after seeking and
receiving such stockholder approval, the Company elects to so proceed, it will redeem shares, at the Redemption Price, from
those Public Stockholders who affirmatively requested such redemption. Only Public Stockholders holding Shares who properly
exercise their redemption rights, in accordance with the applicable tender offer or proxy materials related to such
Business Combination, shall be entitled to receive distributions from the Trust Account in connection with an initial
Business Combination, and the Company shall pay no distributions with respect to any other holders of shares of the Company
in connection therewith. In the event that the Company does not effect a Business Combination by twenty-four (24) months from
the closing of the Offering, the Company will (i) cease all operations except for the purpose of winding up,
(ii) as promptly as reasonably possible but not more than ten (10) business days thereafter, redeem 100% of the Public
Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including
interest (which interest shall be net of taxes payable and less up to $100,000 to pay dissolution expenses), divided by the number of then outstanding Public
Shares, which redemption will completely extinguish Public Stockholders’ rights as stockholders (including the right to
receive further liquidation distributions, if any), subject to applicable law, and subject to the requirement that any refund
of income taxes that were paid from the Trust Account that is received after the redemption shall be distributed to the
former Public Stockholders, and (iii) as promptly as reasonably possible following such redemption, subject to the
approval of the Company’s remaining stockholders and the Company’s board of directors, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and
the requirements of other applicable law. Only Public Stockholders holding Shares included in the Securities shall be
entitled to receive such redemption amounts and the Company shall pay no such redemption amounts or any distributions in
liquidation with respect to any other shares of the Company. The Company will not propose any amendment to its Amended and
Restated Certificate of Incorporation that would affect the substance or timing of the Company’s obligation to redeem
100% of the outstanding Public Shares if the Company has not consummated a Business Combination within twenty-four (24)
months from the closing of the Offering, as described in Section [●] of the Company’s Amended and Restated
Certificate of Incorporation unless the Company offers the right to redeem in connection with such amendment.
(hh) In
the event that the Company desires or is required by an applicable law or regulation to cause an announcement (“
Business
Combination Announcement
”) to be placed in The Wall Street Journal, The New York Times or any other news or media publication
or outlet or to be made via a public filing or submission with the Commission announcing the consummation of the Business Combination
that indicates that the Underwriters were the underwriters in the Offering, the Company shall supply the Managers with a draft
of the Business Combination Announcement and provide the Managers with a reasonable advance opportunity to comment thereon, subject
to the agreement of the Underwriters to keep confidential such draft announcement in accordance with the Managers’ standard
policies regarding confidential information.
(ii) Upon
the consummation of the initial Business Combination, the Company will direct the Trustee to pay the Managers, on behalf of the
Underwriters, the Deferred Discount out of the proceeds of the Offering held in the Trust Account. The Underwriters shall have
no claim to payment of any interest earned on the portion of the proceeds held in the Trust Account representing the Deferred Discount.
If the Company fails to consummate its initial Business Combination within twenty-four (24) months from the closing of the Offering
(as the same may be extended), the Deferred Discount will not be paid to the Managers and will, instead, be included in the liquidation
distribution of the proceeds held in the Trust Account made to the Public Stockholders. In connection with any such Liquidation,
the Underwriters forfeit any rights or claims to the Deferred Discount.
(jj) Upon
the earlier to occur of the expiration or termination of the Underwriters’ option to purchase Additional Securities, the
Company shall cancel or otherwise effect the forfeiture of Founder Shares from the Sponsor, in an aggregate amount equal to the
number of Founder Shares determined by multiplying (a) 750,000 by (b) a fraction, (i) the numerator of which is 3,000 minus the
number of Shares purchased by the Underwriters upon the exercise of their option to purchase Additional Securities, and (ii) the
denominator of which is 3,000. For the avoidance of doubt, if the Underwriters exercise their option to purchase Additional Securities
in full, the Company shall not cancel or otherwise effect the forfeiture of the Founder Shares pursuant to this subsection.
7.
Covenants
of the Underwriters
. Each Underwriter severally covenants with the Company not to take any action that would result in the
Company being required to file with the Commission under Rule 433(d) a free writing prospectus prepared by or on behalf of such
Underwriter that otherwise would not be required to be filed by the Company thereunder, but for the action of the Underwriter.
8.
Indemnity
and Contribution.
(a) The Company agrees to indemnify and hold harmless each Underwriter, each person, if any, who controls
any Underwriter within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act and each
affiliate of any Underwriter within the meaning of Rule 405 under the Securities Act from and against any and all losses,
claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with
defending or investigating any such action or claim) caused by any untrue statement or alleged untrue statement of a material fact
contained in the Registration Statement or any amendment thereof, any preliminary prospectus, the Time of Sale Prospectus or any
amendment or supplement thereto, any issuer free writing prospectus as defined in Rule 433(h) under the Securities Act, any Company
information that the Company has filed, or is required to file, pursuant to Rule 433(d) under the Securities Act, any road show
as defined in Rule 433(h) under the Securities Act (a “road show”), or the Prospectus or any amendment or supplement
thereto, or any Written Testing-the-Waters Communication or caused by any omission or alleged omission to state therein a material
fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims,
damages or liabilities are caused by any such untrue statement or omission or alleged untrue statement or omission based upon information
relating to any Underwriter furnished to the Company in writing by such Underwriter through you expressly for use therein.
(b) Without
limitation and in addition to its obligation under the other subsections of this Section 8, the Company agrees to indemnify and
hold harmless Morgan Stanley, in its capacity as the QIU, each person, if any, who controls the QIU within the meaning of either
Section 15 of the Securities Act or Section 20 of the Exchange Act and each affiliate of the QIU within the meaning of Rule 405
under the Securities Act from and against any and all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), as incurred,
arising out of or based upon the QIU’s acting as a “qualified independent underwriter” (within the meaning of
FINRA Rule 5121) in connection with the Offering contemplated by this Agreement, and agrees to reimburse each such indemnified
person for any legal or other expense reasonably incurred by them in connection with investigating, defending, settling, compromising
or paying any such loss, claim, damage, liability, expense or action; provided, however, that the Company shall not be liable in
any such case to the extent that any such loss, claim, damage, liability or expense results from the gross negligence or willful
misconduct of the QIU.
(c) Each
Underwriter agrees, severally and not jointly, to indemnify and hold harmless the Company, its directors, its officers who sign
the Registration Statement and each person, if any, who controls the Company within the meaning of either Section 15 of the
Securities Act or Section 20 of the Exchange Act to the same extent as the foregoing indemnity from the Company to such Underwriter,
but only with reference to information relating to such Underwriter furnished to the Company in writing by such Underwriter through
you expressly for use in the Registration Statement, any preliminary prospectus, the Time of Sale Prospectus, road show or the
Prospectus or any amendment or supplement thereto.
(d) In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity
may be sought pursuant to Section 8(a), 8(c) and 8(c), such person (the “
indemnified party
”) shall promptly
notify the person against whom such indemnity may be sought (the “
indemnifying party
”) in writing and the indemnifying
party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the indemnified party to represent
the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements
of such counsel related to such proceeding. In any such proceeding, any indemnified party shall have the right to retain its own
counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party unless (i) the indemnifying
party and the indemnified party shall have mutually agreed to the retention of such counsel, (ii) the named parties to any such
proceeding (including any impleaded parties) include both the indemnifying party and the indemnified party and representation of
both parties by the same counsel would be inappropriate due to actual or potential differing interests between them or (iii) the
named parties to any such proceeding (including any impleaded parties) include both the indemnifying party and the indemnified
party and either of the parties believes it has defenses that are not available to the other party. It is understood that the indemnifying
party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings
in the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel)
for all such indemnified parties and that all such fees and expenses shall be reimbursed as they are incurred. Such firm shall
be designated in writing by the Managers, in the case of parties indemnified pursuant to Section 8(a), and by the Company,
in the case of parties indemnified pursuant to Section 8(c). In the case of any such separate firm for the QIU and such control
persons and affiliates of the QIU, such firm shall be designated in writing by Morgan Stanley. The indemnifying party shall not
be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there
be a final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss
or liability by reason of such settlement or judgment. Notwithstanding the foregoing sentence, if at any time an indemnified party
shall have requested an indemnifying party to reimburse the indemnified party for fees and expenses of counsel as contemplated
by the second and third sentences of this paragraph, the indemnifying party agrees that it shall be liable for any settlement of
any proceeding effected without its written consent if (i) such settlement is entered into more than 30 days after receipt by such
indemnifying party of the aforesaid request and (ii) such indemnifying party shall not have reimbursed the indemnified party in
accordance with such request prior to the date of such settlement. No indemnifying party shall, without the prior written consent
of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party
is or could have been a party and indemnity could have been sought hereunder by such indemnified party, unless such settlement
includes an unconditional release of such indemnified party from all liability on claims that are the subject matter of such proceeding.
(e) To
the extent the indemnification provided for in Section 8(a), 8(c) or 8(c) is unavailable to an indemnified party or insufficient
in respect of any losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph,
in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount paid or payable by such indemnified party
as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits
received by the Company on the one hand and the Underwriters on the other hand from the offering of the Securities or (ii) if the
allocation provided by clause 8(e)(i) above is not permitted by applicable law, in such proportion as is appropriate to reflect
not only the relative benefits referred to in clause 8(e)(i) above but also the relative fault of the Company on the one hand
and of the Underwriters on the other hand in connection with the statements or omissions that resulted in such losses, claims,
damages or liabilities, as well as any other relevant equitable considerations. The relative benefits received by the Company on
the one hand and the Underwriters on the other hand in connection with the offering of the Securities shall be deemed to be in
the same respective proportions as the net proceeds from the offering of the Securities (before deducting expenses) received by
the Company and the total underwriting discounts and commissions received by the Underwriters, in each case as set forth in the
table on the cover of the Prospectus, bear to the aggregate Public Offering Price of the Securities. The relative fault of the
Company on the one hand and the Underwriters on the other hand shall be determined by reference to, among other things, whether
the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by the Company or by the Underwriters and the parties’ relative intent, knowledge, access to information
and opportunity to correct or prevent such statement or omission. The Underwriters’ respective obligations to contribute
pursuant to this Section 8 are several in proportion to the respective number of Securities they have purchased hereunder,
and not joint.
(f) The
Company and the Underwriters agree that it would not be just or equitable if contribution pursuant to this Section 8 were
determined by
pro rata
allocation (even if the Underwriters were treated as one entity for such purpose) or by any other
method of allocation that does not take account of the equitable considerations referred to in Section 8(e). The amount paid
or payable by an indemnified party as a result of the losses, claims, damages and liabilities referred to in Section 8(e)
shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. Notwithstanding the provisions of this
Section 8, no Underwriter shall be required to contribute any amount in excess of the amount by which the total price at which
the Securities underwritten by it and distributed to the public were offered to the public exceeds the amount of any damages that
such Underwriter has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged
omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The remedies provided for
in this Section 8 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified
party at law or in equity.
(g) The
indemnity and contribution provisions contained in this Section 8 and the representations, warranties and other statements
of the Company contained in this Agreement shall remain operative and in full force and effect regardless of (i) any termination
of this Agreement, (ii) any investigation made by or on behalf of any Underwriter, any person controlling any Underwriter or any
affiliate of any Underwriter or by or on behalf of the Company, its officers or directors or any person controlling the Company
and (iii) acceptance of and payment for any of the Securities.
9.
Termination
.
The Underwriters may terminate this Agreement by notice given by you to the Company, if after the execution and delivery of this
Agreement and prior to the Closing Date (i) trading generally shall have been suspended or materially limited on, or by, as the
case may be, any of the New York Stock Exchange, the NYSE MKT, the NASDAQ Select Global Market, the NASDAQ Global Market and the
NASDAQ Capital Market or other relevant exchanges, (ii) trading of any securities of the Company shall have been suspended on any
exchange or in any over-the-counter market, (iii) a material disruption in securities settlement, payment or clearance services
in the United States or other relevant jurisdiction shall have occurred, (iv) any moratorium on commercial banking activities shall
have been declared by Federal or New York State authorities or (v) there shall have occurred any outbreak or escalation of hostilities,
or any change in financial markets or any calamity or crisis that, in your judgment, is material and adverse and which, singly
or together with any other event specified in this clause (v), makes it, in your judgment, impracticable or inadvisable to
proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Time of Sale Prospectus
or the Prospectus.
10.
Effectiveness;
Defaulting Underwriters
. This Agreement shall become effective upon the execution and delivery hereof by the parties hereto.
If, on the Closing Date or an Option Closing
Date, as the case may be, any one or more of the Underwriters shall fail or refuse to purchase Securities that it has or they have
agreed to purchase hereunder on such date, and the aggregate number of Securities which such defaulting Underwriter or Underwriters
agreed but failed or refused to purchase is not more than one-tenth of the aggregate number of the Securities to be purchased on
such date, the other Underwriters shall be obligated severally in the proportions that the number of Firm Securities set forth
opposite their respective names in Schedule I bears to the aggregate number of Firm Securities set forth opposite the names
of all such non-defaulting Underwriters, or in such other proportions as you may specify, to purchase the Securities which such
defaulting Underwriter or Underwriters agreed but failed or refused to purchase on such date;
provided
that in no event
shall the number of Securities that any Underwriter has agreed to purchase pursuant to this Agreement be increased pursuant to
this Section 10 by an amount in excess of one-ninth of such number of Securities without the written consent of such Underwriter.
If, on the Closing Date, any Underwriter or Underwriters shall fail or refuse to purchase Firm Securities and the aggregate number
of Firm Securities with respect to which such default occurs is more than one-tenth of the aggregate number of Firm Securities
to be purchased on such date, and arrangements satisfactory to you and the Company for the purchase of such Firm Securities are
not made within 36 hours after such default, this Agreement shall terminate without liability on the part of any non-defaulting
Underwriter or the Company. In any such case either you or the Company shall have the right to postpone the Closing Date, but in
no event for longer than seven days, in order that the required changes, if any, in the Registration Statement, in the Time of
Sale Prospectus, in the Prospectus or in any other documents or arrangements may be effected. If, on an Option Closing Date, any
Underwriter or Underwriters shall fail or refuse to purchase Additional Securities and the aggregate number of Additional Securities
with respect to which such default occurs is more than one-tenth of the aggregate number of Additional Securities to be purchased
on such Option Closing Date, the non-defaulting Underwriters shall have the option to (i) terminate their obligation hereunder
to purchase the Additional Securities to be sold on such Option Closing Date or (ii) purchase not less than the number of Additional
Securities that such non-defaulting Underwriters would have been obligated to purchase in the absence of such default. Any action
taken under this paragraph shall not relieve any defaulting Underwriter from liability in respect of any default of such Underwriter
under this Agreement.
If this Agreement shall be terminated by
the Underwriters, or any of them, because of any failure or refusal on the part of the Company to comply with the terms or to fulfill
any of the conditions of this Agreement, or if for any reason (other than any action by any of the Underwriters) the Company shall
be unable to perform its obligations under this Agreement, the Company will reimburse the Underwriters or such Underwriters as
have so terminated this Agreement with respect to themselves, severally, for all out-of-pocket expenses (including the fees and
disbursements of their counsel) reasonably incurred by such Underwriters in connection with this Agreement or the Offering contemplated
hereunder, but the Company shall then have no further liability to any Underwriter except as provided in Section 8 hereof.
11.
Entire
Agreement
. (a) This Agreement, together with any contemporaneous written agreements and any prior written agreements (to the
extent not superseded by this Agreement) that relate to the offering of the Securities, represents the entire agreement between
the Company and the Underwriters with respect to the preparation of any preliminary prospectus, the Time of Sale Prospectus, the
Prospectus, the conduct of the Offering, and the purchase and sale of the Securities.
(b) The
Company acknowledges that in connection with the offering of the Securities: (i) the Underwriters have acted at arm’s length,
are not agents of, and owe no fiduciary duties to, the Company or any other person, (ii) the Underwriters owe the Company only
those duties and obligations set forth in this Agreement and prior written agreements (to the extent not superseded by this Agreement),
if any, and (iii) the Underwriters may have interests that differ from those of the Company. The Company waives to the full extent
permitted by applicable law any claims it may have against the Underwriters arising from an alleged breach of fiduciary duty in
connection with the offering of the Securities.
12.
Counterparts
.
This Agreement may be signed in two or more counterparts, each of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
13.
Applicable
Law
. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York.
14.
Headings
.
The headings of the sections of this Agreement have been inserted for convenience of reference only and shall not be deemed a part
of this Agreement.
15.
Notices
.
All communications hereunder shall be in writing and effective only upon receipt and if to the Underwriters shall be delivered,
mailed or sent to you in care of Merrill Lynch, Pierce, Fenner & Smith Incorporated, One Bryant Park, New York, New York 10036,
attention of Syndicate Department (facsimile: (646) 855-3073), with a copy to ECM Legal (facsimile: (212) 230-8730); Morgan Stanley & Co.
LLC, 1585 Broadway, New York, New York 10036, Attention: Equity Syndicate Desk, with a copy to the Legal Department;
and Macquarie Capital (USA) Inc., 125 West 55
th
Street, New York, New York, 10019, Attention: Syndicate Registration;
and if to the Company shall be delivered, mailed or sent to Boxwood Merger Corp., 1112 Montana Avenue, Suite 901, Santa Monica,
California 90403, Attention: Stephen M. Kadenacy, with a copy to Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New
York, New York 10166, Attention: Alan Annex.
16.
Information
Furnished by the Underwriters
. The statements set forth in the second sentence of the last paragraph on the cover page of the
Prospectus and the statements set forth in the first paragraph, the first sentence of the third paragraph, eighth paragraph and
fourteenth paragraph under the caption “Underwriting” in the Prospectus, only insofar as such statements relate to
the names of the underwriters, the amount of selling concession, sales to discretionary accounts and stabilization activities that
may be undertaken by the Underwriters, constitute the only information furnished by or on behalf of the Underwriters, as such information
is referred to in Sections 1 and 8 hereof.
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Very truly yours,
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Boxwood Merger Corp.
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By:
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Name:
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Title:
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Accepted as of the date hereof
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Merrill Lynch, Pierce, Fenner & Smith
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Incorporated
|
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Morgan Stanley & Co. LLC
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Macquarie Capital (USA) Inc.
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Acting severally on behalf of themselves and the several Underwriters named in Schedule I hereto.
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By:
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Merrill Lynch, Pierce, Fenner & Smith
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Incorporated
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By:
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Name:
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Title:
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By:
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Morgan Stanley & Co. LLC
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By:
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Name:
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Title:
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By:
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Macquarie Capital (USA) Inc.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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SCHEDULE I
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Underwriter
|
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Number
of Firm Securities
To
Be Purchased
|
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Merrill Lynch, Pierce, Fenner & Smith Incorporated
|
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6,750,000
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Morgan Stanley & Co. LLC
|
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6,750,000
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Macquarie Capital (USA) Inc.
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5,900,000
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I-Bankers Securities, Inc.
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600,000
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Total:
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20,000,000
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SCHEDULE II
Time of Sale Prospectus
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1.
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Preliminary Prospectus issued [●], 2018
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2.
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Boxwood Merger Corp. priced 20,000,000 Units at $10.00 per Unit
plus an additional 3,000 Units if the Underwriters exercise their option to purchase
Additional Securities in full.
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SCHEDULE III
Schedule of Written Testing-The-Waters
Communications
Reference is made to the materials used in the testing-the-waters
presentations made to potential investors by the Company, to the extent such materials are deemed to be “written communications”
within the meaning of Rule 405 under the Securities Act.
EXHIBIT A
FORM OF PRESS RELEASE
Boxwood Merger Corp.
[Date]
Boxwood Merger Corp. (the “
Company
”) announced
today that Merrill Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc.,
the lead book-running managers in the Company’s recent public sale of _____ Units is [waiving][releasing] a lock-up restriction
with respect to ____ of the Company’s [Shares] [Warrants] [Units] held by [certain officers or directors] [an officer or
director] of the Company. The [waiver][release] will take effect on [Date] , and the securities may be sold on or after such date.
This press release is not an offer for sale of the securities
in the United States or in any other jurisdiction where such offer is prohibited, and such securities may not be offered or sold
in the United States absent registration or an exemption from registration under the United States Securities Act of 1933, as amended.
Exhibit
4.4
BOXWOOD MERGER Corp.
and
Continental Stock
Transfer & Trust Company
Warrant Agreement
Dated as of ,
2018
THIS WARRANT AGREEMENT
(this “
Agreement
”), dated as of ,
2018, is by and between Boxwood Merger Corp., a Delaware corporation (the “
Corporation
”), and Continental
Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to
herein as the “
Transfer Agent
”).
WHEREAS, the Corporation
intends to enter into that certain Securities Purchase Agreement with Boxwood Sponsor, LLC, a Delaware limited liability company
(the “
Sponsor
”), pursuant to which the Sponsor will purchase (i) an aggregate of 250,000 units (the
“
Private Placement Units
”), with each Private Placement Unit consisting of one share of the Corporation’s
Common Stock (as defined below) and one warrant, at a purchase price of $10.00 per Private Placement Unit, and (ii) an aggregate
of 3,500,000 warrants (or up to 4,100,000 warrants if the Over-allotment Option is exercised in full) (such warrants, collectively
with the warrants underlying the Private Placement Units, the “
Private Placement Warrants
”), at a purchase
price of $1.00 per warrant, in each case in a private placement that will close simultaneously with the closing of the Offering
(as defined below) (and any closing of the underwriters’ Over-allotment Option, if applicable). The Private Placement Warrants
shall bear the legend set forth in
Exhibit B
hereto; and
WHEREAS, in order to finance
the Corporation’s transaction costs in connection with an intended initial Business Combination (as defined below), the Sponsor
or an affiliate of the Sponsor or certain of the Corporation’s officers and directors may loan the Corporation funds as the
Corporation may require, of which up to $250,000 of such loans may be convertible into up to an additional 250,000 warrants (the
“
Loan Warrants
”) at a price of $1.00 per warrant. The Loan Warrants shall bear the legend set forth in
Exhibit B
hereto; and
WHEREAS, the Corporation
is engaged in an initial public offering (the “
Offering
”) of its units, each such unit consisting of
one share of Common Stock (as defined below) and one Public Warrant (as defined below) (the “
Units
”)
and, in connection therewith, has determined to issue and deliver up to 23,000,000 warrants (including up to 3,000,000 warrants
if the Over-allotment Option is exercised in full) to public investors in the Offering (the “
Public Warrants
”
and, together with the Private Placement Warrants and the Loan Warrants, the “
Warrants
”). Each Warrant
will entitle the holder thereof to purchase one share of Class A common stock of the Corporation, par value $0.0001 per share
(“
Common Stock
”), for $11.50 per share, subject to adjustment as described herein; and
WHEREAS, the Corporation
has filed with the U.S. Securities and Exchange Commission (the “
Commission
”) a registration statement
on Form S-1, File No. 333-228018 (the “
Registration Statement
”) and related prospectus (the “
Prospectus
”),
for the registration, under the Securities Act of 1933 (the “
Securities Act
”), of the Units, the Public
Warrants and the shares of Common Stock included in the Units; and
WHEREAS, the Corporation
desires the Warrant Agent to act on behalf of the Corporation, and the Warrant Agent is willing to so act, in connection with the
issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and
WHEREAS, the Corporation
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Corporation, the Warrant Agent, and the holders of the Warrants;
and
WHEREAS, all acts and things
have been done and performed which are necessary to make the Warrants, when executed on behalf of the Corporation and countersigned
by or on behalf of the Warrant Agent, as provided herein, the valid, binding and legal obligations of the Corporation, and to authorize
the execution and delivery of this Agreement.
NOW, THEREFORE, in consideration
of the mutual agreements herein contained, the parties hereto agree as follows:
1.
Appointment
of Warrant Agent
. The Corporation hereby appoints the Warrant Agent to act as agent for the Corporation for the Warrants, and
the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set
forth in this Agreement.
2.
Warrants
.
2.1
Form
of Warrant
. Each Warrant shall initially be issued in registered form only.
2.2
Effect
of Countersignature
. If a physical certificate is issued, unless and until countersigned by the Warrant Agent pursuant to this
Agreement, the Warrant represented by such certificate shall be invalid and of no effect and may not be exercised by the holder
thereof.
2.3
Registration
.
2.3.1
Warrant
Register
. The Warrant Agent shall maintain books (the “
Warrant Register
”), for the registration of
original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form,
the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and
otherwise in accordance with instructions delivered to the Warrant Agent by the Corporation. Ownership of beneficial interests
in the Public Warrants shall be shown on, and the transfer of such ownership shall be effected through, records maintained by institutions
that have accounts with the Depository Trust Company (the “
Depositary
”) (such institution, with respect
to a Warrant in its account, a “
Participant
”).
If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Corporation may instruct the Warrant Agent
regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it
is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions
to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Corporation shall instruct
the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“
Definitive
Warrant Certificates
”) which shall be in the form annexed hereto as
Exhibit A
.
Physical certificates,
if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief Executive Officer, Chief Financial
Officer, General Counsel, Secretary or other principal officer of the Corporation. In the event the person whose facsimile signature
has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such
Warrant is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.
2.3.2
Registered
Holder
. Prior to due presentment for registration of transfer of any Warrant, the Corporation and the Warrant Agent may deem
and treat the person in whose name such Warrant is registered in the Warrant Register (the “
Registered Holder
”)
as the absolute owner of such Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for
all other purposes, and neither the Corporation nor the Warrant Agent shall be affected by any notice to the contrary.
2.4
Detachability
of Warrants
. The shares of Common Stock and Public Warrants comprising the Units shall begin separate trading on the 52nd day
following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on
which banks in New York City are generally open for normal business (a “
Business Day
”), then on the immediately
succeeding Business Day following such date, or earlier (the “
Detachment Date
”) with the consent of Merrill
Lynch, Pierce, Fenner & Smith Incorporated, Morgan Stanley & Co. LLC and Macquarie Capital (USA) Inc., as representatives
of the several underwriters, but in no event shall the shares of Common Stock and the Public Warrants comprising the Units be separately
traded until (A) the Corporation has filed a current report on Form 8-K with the Commission containing an audited balance sheet
of the Corporation reflecting the receipt by the Corporation of the gross proceeds of the Offering, including the proceeds received
by the Corporation from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “
Over-allotment
Option
”), if the Over-allotment Option is exercised prior to the filing of such Form 8-K, and (B) the Corporation
has issued a press release and filed with the Commission a current report on Form 8-K announcing when such separate trading shall
begin.
2.5
Fractional
Warrants
. The Corporation shall not issue fractional Warrants. If, upon the detachment of Public Warrants from the Units or
otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the Corporation shall round down to the nearest
whole number the number of Warrants to be issued to such holder.
2.6
Private
Placement Warrants and Loan Warrants
. The Private Placement Warrants and the Loan Warrants shall be identical to the Public
Warrants, except that so long as they are held by the Sponsor or any of its Permitted Transferees (as defined below) the Private
Placement Warrants and the Loan Warrants: (i) may be exercised for cash or on a cashless basis, pursuant to
subsection 3.3.1(c)
hereof, (ii) may not (and the shares of Common Stock issuable upon their exercise may not) be transferred, assigned or sold until
thirty (30) days after the completion by the Corporation of an initial Business Combination (as defined below), (iii) shall not
be redeemable by the Corporation, and (iv) will have (and shares of Common Stock issuable upon their exercise will have) certain
registration rights, as set forth in that certain registration rights agreement made and entered into by and among the Corporation,
the Sponsor and certain other stockholders of the Corporation included as signatories thereto;
provided
,
however
,
that, the Private Placement Warrants, the Loan Warrants and any shares of Common Stock issued upon exercise of the Private Placement
Warrants or the Loan Warrants may be transferred by the holders thereof:
(a) to
affiliates of the Sponsor, to any of the Corporation’s officers or directors, to officers, directors, members or beneficial
owners of the Sponsor, to any affiliates or family members of any of the foregoing or to any trust where any of the foregoing is
the primary beneficiary;
(b) in
the case of any beneficial owner of the Sponsor or an individual, by gift to a member of one of the members of the beneficial owners
of the Sponsor or individual’s immediate family, to a trust, the beneficiary of which is a member of one of the beneficial
owners of the Sponsor or individual’s immediate family, an affiliate of any such person or beneficial owner, or to a charitable
organization;
(c) in
the case of an individual, by virtue of the laws of descent and distribution upon death of the individual;
(d) in
the case of an individual, pursuant to a qualified domestic relations order;
(e) by
private sales or by transfers made in connection with any forward purchase agreement or similar arrangement or in connection with
the consummation of the Corporation’s initial Business Combination at prices no greater than the price at which the shares
were originally purchased;
(f) in
the case of an entity, as a distribution to its partners, stockholders or members upon liquidation
(g) in
the event of the Corporation’s liquidation prior to the Corporation’s completion of an initial Business Combination;
(h) by
virtue of the laws of the State of Delaware or the Sponsor’s limited liability company agreement (as in effect at the time
of the proposed transfer) upon dissolution of the Sponsor; and
(i) in
the event of the Corporation’s completion of a liquidation, merger, stock exchange or other similar transaction which results
in all of the Corporation’s stockholders having the right to exchange their shares of Common Stock for cash, securities or
other property subsequent to the completion of the Corporation’s initial Business Combination;
provided
,
however
,
that, in the case of clauses (a) through (f), these permitted transferees (the “
Permitted Transferees
”)
must enter into a written agreement with the Corporation agreeing to be bound by the transfer restrictions in this Agreement.
2.7
Macquarie
Warrants
. Notwithstanding any provision contained in this Agreement, (i) the Private Placement Warrants to be acquired by an
affiliate of Macquarie Capital (USA) Inc. shall not be exercisable more than five (5) years from the effective date of the Registration
Statement and (ii) such Private Placement Warrants, and the shares of Common Stock issuable upon their exercise, shall be subject
to certain additional restrictions on transfer, in accordance with Financial Industry Regulatory Authority Rule 5110(g)(1), as
set forth under the terms of that certain letter agreement, dated as of ________, 2018, by and among the Corporation, the Sponsor
and the affiliate of Macquarie Capital (USA) Inc.
3.
Terms
and Exercise of Warrants
.
3.1
Warrant
Price
. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement,
to purchase from the Corporation the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject
to the adjustments provided in
Section
4
hereof and in the last sentence of
this
Section
3.1
. The term “
Warrant Price
” as
used in this Agreement shall mean the price per share described in the prior sentence at which shares of Common Stock may be purchased
at the time a Warrant is exercised. The Corporation in its sole discretion may lower the Warrant Price at any time prior to the
Expiration Date (as defined below) for a period of not less than twenty (20) Business Days,
provided
, that the Corporation
shall provide at least twenty (20) days prior written notice of such reduction to Registered Holders of the Warrants and,
provided
further
that any such reduction shall be identical among all of the Warrants.
3.2
Duration
of Warrants
. A Warrant may be exercised only during the period (the “
Exercise Period
”) commencing
on the later of: (i) the date that is thirty (30) days after the first date on which the Corporation completes a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or similar business combination, involving
the Corporation and one or more businesses (a “
Business Combination
”), or (ii) the date that is twelve
(12) months from the closing date of the Offering, and terminating at 5:00 p.m., New York City time on the earliest to occur of:
(x) the date that is five (5) years after the date on which the Corporation completes its initial Business Combination, (y) the
liquidation of the Corporation in accordance with the Corporation’s certificate of incorporation, as in effect from time
to time, if the Corporation fails to complete a Business Combination within 24 months from the closing date of the Offering, or
(z) solely with respect to the Public Warrants, the Redemption Date (as defined below) as provided in
Section
6.2
hereof (the “
Expiration Date
”);
provided
,
however
, that the
exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in
subsection
3.3.2
below, with respect to an effective registration statement. Except with respect to the right to receive
the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant) in the event of a redemption (as
set forth in
Section 6
hereof), each Warrant (other than a Private Placement Warrant in the event of a redemption)
not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under
this Agreement shall cease at 5:00 p.m. New York City time on the Expiration Date. The Corporation in its sole discretion may extend
the duration of the Warrants by delaying the Expiration Date;
provided
, that the Corporation shall provide at least twenty
(20) days prior written notice of any such extension to the Registered Holders of the Warrants and,
provided further
that
any such extension shall be identical in duration among all Warrants.
3.3
Exercise
of Warrants
.
3.3.1
Payment
.
Subject to the provisions of the Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering
to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised,
or, in the case of a Warrant represented by a book-entry, the Warrants to be exercised on the records of the Depositary to an account
of the Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time
to time, (ii) an election to purchase (“
Election to Purchase
”) any shares of Common Stock pursuant to
the exercise of a Warrant, properly completed and executed by the Registered Holder as set forth in the Definitive Warrant Certificate
or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures,
and (iii) by paying in full the Warrant Price for each full share of Common Stock as to which the Warrant is exercised and any
and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the shares of Common
Stock and the issuance of such shares of Common Stock, as follows:
(a) in
lawful money of the United States, in good certified check or good bank draft payable to the order of the Warrant Agent or by wire
of immediately available funds;
(b) in
the event of a redemption pursuant to
Section 6
hereof in which the Corporation’s board of directors (the “
Board
”)
has elected to require all holders of the Warrants to exercise such Warrants on a “cashless basis,” by surrendering
the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number
of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value, as defined in this
subsection
3.3.1(b)
, over the Warrant Price, by (y) the Fair Market Value, rounded down to the nearest whole share. Solely for purposes
of this
subsection 3.3.1(b)
and
Section
6.3
, the “
Fair
Market Value
” shall mean the average reported last closing price of the shares of Common Stock for the ten (10) trading
days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of the Warrants,
pursuant to
Section 6
hereof;
(c) with
respect to any Private Placement Warrant, so long as such Private Placement Warrant is held by the Sponsor or a Permitted Transferee,
by surrendering the Warrants for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product
of the number of shares of Common Stock underlying the Warrants, multiplied by the excess of the Fair Market Value, as defined
in this
subsection 3.3.1(c)
, over the Warrant Price, by (y) the Fair Market Value, rounded down to the nearest whole
share. Solely for purposes of this
subsection 3.3.1(c)
, the “
Fair Market Value
” shall mean
the average reported closing price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the
date on which notice of exercise of the Warrant is sent to the Warrant Agent; or
(d) as
provided in
Section
7.4
hereof.
3.3.2
Issuance
of Shares of Common Stock on Exercise
. As soon as practicable after the exercise of any Warrant and the clearance of the funds
in payment of the Warrant Price (if payment is pursuant to
subsection 3.3.1(a)
), the Corporation shall issue to the
Registered Holder of such Warrant a book-entry position or certificate, as applicable, for the number of full shares of Common
Stock to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it, and if such Warrant
shall not have been exercised in full, a new book-entry position or countersigned Warrant Certificate, as applicable, for the number
of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Corporation shall not be obligated
to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant
exercise unless a registration statement under the Securities Act with respect to the shares of Common Stock underlying the Warrants
is then effective and a prospectus relating thereto is current, subject to the Corporation satisfying its obligations under
Section
7.4
. No Warrant shall be exercisable and the Corporation shall not be obligated
to issue shares of Common Stock upon exercise of a Warrant unless the shares of Common Stock issuable upon such Warrant exercise
have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the state
of residence of the Registered Holder of such Warrants. Subject to
Section
4.6
of
this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of shares of Common Stock (i.e.,
only whole Warrants are exercisable). The Corporation may require holders of Public Warrants that wish to exercise the Public Warrants
to settle such Warrant on a “cashless basis” pursuant to
Section
7.4
.
If, by reason of any exercise of warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon
the exercise of such Warrant, to receive a fractional interest in a share of Common Stock, the Corporation shall round down to
the nearest whole number, the number of shares of Common Stock to be issued to such holder.
3.3.3
Valid
Issuance
. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.
3.3.4
Date
of Issuance
. Each person in whose name any book-entry position or certificate, as applicable, for shares of Common Stock is
issued shall for all purposes be deemed to have become the holder of record of such shares of Common Stock on the date on which
the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective
of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of such surrender and
payment is a date when the share transfer books of the Corporation or book-entry system of the Warrant Agent are closed, such person
shall be deemed to have become the holder of such shares at the close of business on the next succeeding date on which the share
transfer books or book-entry system are open.
3.3.5
Maximum
Percentage
. A holder of a Warrant may notify the Corporation in writing in the event it elects to be subject to the provisions
contained in this
subsection
3.3.5
;
however
, no holder of a Warrant
shall be subject to this
subsection
3.3.5
unless he, she or it makes such
election. If the election is made by a holder, the Warrant Agent shall not affect the exercise of the holder’s Warrant, and
such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such person
(together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess
of 4.9% or 9.8% (as specified by the holder) (the “
Maximum Percentage
”) of the shares of Common Stock
outstanding immediately after giving effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares
of Common Stock beneficially owned by such person and its affiliates shall include the number of shares of Common Stock issuable
upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude shares of
Common Stock that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by
such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities
of the Corporation beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or
convertible preferred stock or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated
in accordance with Section 13(d) of the Securities Exchange Act of 1934 (the “
Exchange Act
”). For purposes
of the Warrant, in determining the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding
shares of Common Stock as reflected in (1) the Corporation’s most recent annual report on Form 10-K, quarterly report on
Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement
by the Corporation or (3) any other notice by the Corporation or Continental Stock Transfer & Trust Company (in such capacity,
the “Transfer Agent”) setting forth the number of shares of Common Stock outstanding. For any reason at any time, upon
the written request of the holder of the Warrant, the Corporation shall, within two (2) Business Days, confirm orally and in writing
to such holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock
shall be determined after giving effect to the conversion or exercise of equity securities of the Corporation by the holder and
its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to
the Corporation, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder
to any other percentage specified in such notice;
provided
,
however
, that any such increase shall not be effective
until the sixty-first (61st) day after such notice is delivered to the Corporation.
4.
Adjustments
.
4.1
Stock
Dividends
.
4.1.1
Split-Ups
.
If after the date hereof, and subject to the provisions of
Section
4.6
below,
the number of outstanding shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split-up
of shares of Common Stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event,
the number of shares of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in
the outstanding shares of Common Stock. A rights offering to holders of shares of Common Stock entitling holders to purchase shares
of Common Stock at a price less than the Fair Market Value (as defined below) shall be deemed a stock dividend of a number of shares
of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the shares of Common
Stock) multiplied by (ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided
by (y) the Fair Market Value. For purposes of this
subsection
4.1.1
, (i)
if the rights offering is for securities convertible into or exercisable for shares of Common Stock, in determining the price payable
for shares of Common Stock, there shall be taken into account any consideration received for such rights, as well as any additional
amount payable upon exercise or conversion and (ii) ”
Fair Market Value
” means the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the first date
on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular way, without the right
to receive such rights.
4.1.2
Extraordinary
Dividends
. If the Corporation, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a
distribution in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common
Stock (or other shares of the Corporation’s capital stock into which the Warrants are convertible), other than (a) as described
in
subsection
4.1.1
above, (b) Ordinary Cash Dividends (as defined below),
(c) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business
Combination, (d) to satisfy the redemption rights of the holders of the shares of Common Stock in connection with a vote to amend
the Corporation’s certificate of incorporation pursuant to Section 7 of Article X thereof, (e) as a result of the repurchase
of shares of Common Stock by the Corporation if a proposed initial Business Combination is presented to the stockholders of the
Corporation for approval or (f) in connection with the redemption of public shares upon the failure of the Corporation to complete
its initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event
being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately
after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the
Board, in good faith) of any securities or other assets paid on each share of Common Stock in respect of such Extraordinary Dividend.
For purposes of this
subsection
4.1.2
, “
Ordinary Cash Dividends
”
means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other
cash dividends and cash distributions paid on the shares of Common Stock during the 365-day period ending on the date of declaration
of such dividend or distribution (as adjusted to appropriately reflect any of the events referred to in other subsections of this
Section 4
and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or
to the number of shares of Common Stock issuable on exercise of each Warrant) does not exceed $0.50 (being 5% of the offering price
of the Units in the Offering).
4.2
Aggregation
of Shares
. If after the date hereof, and subject to the provisions of
Section
4.6
hereof,
the number of outstanding shares of Common Stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of Common Stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock
split, reclassification or similar event, the number of shares of Common Stock issuable on exercise of each Warrant shall be decreased
in proportion to such decrease in outstanding shares of Common Stock.
4.3
Adjustments
in Warrant Price
. Whenever the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted,
as provided in
Sections 4.1
or
4.2
above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying
such Warrant Price immediately prior to such adjustment by a fraction (x) the numerator of which shall be the number of shares
of Common Stock purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of
which shall be the number of shares of Common Stock so purchasable immediately thereafter.
4.4
Replacement
of Securities upon Reorganization, etc
. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change under
Sections
4.1
or
4.2
hereof or that solely affects the par value of such shares of Common Stock), or in the case of any
merger or consolidation of the Corporation with or into another corporation (other than a consolidation or merger in which the
Corporation is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
shares of Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property
of the Corporation as an entirety or substantially as an entirety in connection with which the Corporation is dissolved, the holders
of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the Warrants and in lieu of the shares of Common Stock of the Corporation immediately theretofore purchasable and receivable
upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or property (including
cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately
prior to such event (the “Alternative Issuance” );
provided
,
however
, that (i) if the holders of the
shares of Common Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets
receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative
Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received
per share by the holders of the shares of Common Stock in such consolidation or merger that affirmatively make such election, and
(ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the shares of Common Stock
(other than a tender, exchange or redemption offer made by the Corporation in connection with redemption rights held by stockholders
of the Corporation as provided for in the Corporation’s amended and restated certificate of incorporation or as a result
of the repurchase of shares of Common Stock by the Corporation if a proposed initial Business Combination is presented to the stockholders
of the Corporation for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof,
together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part,
and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members
of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under
the Exchange Act) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be entitled to receive
as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have
been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange
offer, accepted such offer and all of the shares of Common Stock held by such holder had been purchased pursuant to such tender
or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent
as possible to the adjustments provided for in this
Section 4
;
provided
,
further
, that if less than 70%
of the consideration receivable by the holders of the shares of Common Stock in the applicable event is payable in the form of
common stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established
over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder
properly exercises the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event
by the Corporation pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price shall be reduced by an amount
(in dollars) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the Per Share Consideration
(as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1)
Section 6
of this Agreement shall be taken into account, (2) the price of each share of Common Stock
shall be the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the
trading day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained
from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
term of the Warrant. “
Per Share Consideration
” means (i) if the consideration paid to holders of the
shares of Common Stock consists exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases,
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in
shares of Common Stock covered by
subsection
4.1.1
, then such adjustment
shall be made pursuant to
subsection
4.1.1
or
Sections
4.2
,
4.3
and this
Section
4.4
.
The provisions of this
Section
4.4
shall similarly apply to successive
reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no event will the Warrant Price be
reduced to less than the par value per share issuable upon exercise of such Warrant.
4.5
Notices
of Changes in Warrant
. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Corporation shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from
such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a
Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon
the occurrence of any event specified in
Sections
4.1
,
4.2
,
4.3
or
4.4
, the Corporation
shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder
in the Warrant Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein,
shall not affect the legality or validity of such event.
4.6
No
Fractional Shares
. Notwithstanding any provision contained in this Agreement to the contrary, the Corporation shall not issue
fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this
Section 4
, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Corporation
shall, upon such exercise, round down to the nearest whole number the number of shares of Common Stock to be issued to such holder.
4.7
Form
of Warrant
. The form of Warrant need not be changed because of any adjustment pursuant to this
Section 4
, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement;
provided
,
however
, that the Corporation may at any time in its sole discretion
make any change in the form of Warrant that the Corporation may deem appropriate and that does not affect the substance thereof,
and any Warrant thereafter issued or countersigned, whether in exchange or substitution for an outstanding Warrant or otherwise,
may be in the form as so changed.
4.8
Other
Events
. In case any event shall occur affecting the Corporation as to which none of the provisions of preceding subsections
of this
Section 4
are strictly applicable, but which would require an adjustment to the terms of the Warrants in order
to (i) avoid an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this
Section 4
, then,
in each such case, the Corporation shall appoint an independent public accountant, investment banking or other appraisal firm
of recognized national standing, which shall give its opinion as to whether or not any adjustment to the rights represented by
the Warrants is necessary to effectuate the intent and purpose of this
Section 4
and, if they determine that an adjustment
is necessary, the terms of such adjustment;
provided
,
however
, that under no circumstances shall the Warrants be
adjusted pursuant to this
Section 4
as a result of (x) any issuance of securities in connection with the Business Combination
or (y) any issuance of securities in and of itself upon the conversion of shares of the Company’s Class F common stock,
par value $0.0001 per share, pursuant to the Company’s amended and restated certificate of incorporation. The Corporation
shall adjust the terms of the Warrants in a manner that is consistent with any adjustment recommended in such opinion.
5.
Transfer
and Exchange of Warrants
.
5.1
Registration
of Transfer
. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures properly guaranteed and accompanied by
appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants
shall be issued and the old Warrant shall be cancelled by the Warrant Agent. The Warrants so cancelled shall be delivered by the
Warrant Agent to the Corporation from time to time upon request.
5.2
Procedure
for Surrender of Warrants
. Warrants may be surrendered to the Warrant Agent, together with a written request for exchange or
transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered
Holder of the Warrants so surrendered, representing an equal aggregate number of Warrants;
provided
,
however
, that
in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private Placement Warrants
and the Loan Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant
Agent has received an opinion of counsel for the Corporation (which may be the Corporation’s internal counsel) stating that
such transfer may be made and indicating whether the new Warrants must also bear a restrictive legend.
5.3
Fractional
Warrants
. The Warrant Agent shall not be required to effect any registration of transfer or exchange which shall result in
the issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.
5.4
Service
Charges
. No service charge shall be made for any exchange or registration of transfer of Warrants.
5.5
Warrant
Execution and Countersignature
. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this
Section 5
, and the Corporation,
whenever required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed on behalf of the Corporation
for such purpose.
5.6
Transfer
of Warrants
. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the Unit
in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such
Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants included
in such Unit. Notwithstanding the foregoing, the provisions of this
Section
5.6
shall
have no effect on any transfer of Warrants on and after the Detachment Date.
6.
Redemption
.
6.1
Redemption
.
Subject to
Section
6.4
hereof, not less than all of the outstanding Warrants
may be redeemed, at the option of the Corporation, at any time while they are exercisable and prior to their expiration, at the
office of the Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in
Section
6.2
below, at the price of $0.01 per Warrant (the “Redemption Price”),
provided
that
the last reported closing price of the Common Stock equals or exceeds $18.00 per share (subject to adjustment in compliance with
Section 4
hereof), for any twenty (20) trading days within a thirty (30) trading day period ending on the third trading
day prior to the date on which notice of the redemption is given and
provided
that there is an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Warrants, and a current prospectus relating thereto, available
throughout the 30-day Redemption Period (as defined in
Section
6.2
below)
or the Corporation has elected to require the exercise of the Warrants on a “cashless basis” pursuant to
subsection
3.3.1(b)
and such cashless exercise is exempt from registration under the Securities Act.
6.2
Date
Fixed for, and Notice of, Redemption
. In the event that the Corporation elects to redeem all of the Warrants, the Corporation
shall fix a date for the redemption (the “
Redemption Date
”). Notice of redemption shall be mailed by
first class mail, postage prepaid, by the Corporation not less than thirty (30) days prior to the Redemption Date (the 30 day period,
the “
Redemption Period
”) to the Registered Holders of the Warrants to be redeemed at their last addresses
as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed
to have been duly given whether or not the Registered Holder received such notice.
6.3
Exercise
After Notice of Redemption
. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
subsection 3.3.1(b)
of this Agreement) at any time after notice of redemption shall have been given by the Corporation
pursuant to
Section
6.2
hereof and prior to the Redemption Date. In the
event that the Corporation determines to require all holders of Warrants to exercise their Warrants on a “cashless basis”
pursuant to
subsection
3.3.1
, the notice of redemption shall contain the
information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants, including
the Fair Market Value (as such term is defined in
subsection 3.3.1(b)
hereof) in such case. On and after the Redemption
Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption
Price.
6.4
Exclusion
of Private Placement Warrants and Loan Warrants
. The Corporation agrees that the redemption rights provided in this
Section
6
shall not apply to the Private Placement Warrants or the Loan Warrants if at the time of the redemption such Private
Placement Warrants or Loan Warrants continue to be held by the Sponsor or its Permitted Transferees.
However
, once such
Private Placement Warrants or Loan Warrants are transferred (other than to Permitted Transferees under
Section
2.6
),
the Corporation may redeem the Private Placement Warrants or Loan Warrants, as applicable,
provided
that the criteria for
redemption are met, including the opportunity of the holder of such Private Placement Warrants or Loan Warrants to exercise the
Private Placement Warrants or Loan Warrants prior to redemption pursuant to
Section
6.3
.
Private Placement Warrants or Loan Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer
cease to be Private Placement Warrants or Loan Warrants, as applicable, and shall become Public Warrants under this Agreement.
7.
Other
Provisions Relating to Rights of Holders of Warrants
.
7.1
No
Rights as Stockholder
. A Warrant does not entitle the Registered Holder thereof to any of the rights of a stockholder of the
Corporation, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Corporation or any other matter.
7.2
Lost,
Stolen, Mutilated, or Destroyed Warrants
. If any Warrant is lost, stolen, mutilated, or destroyed, the Corporation and the
Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of
a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so
lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Corporation,
whether or not the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.
7.3
Reservation
of Shares of Common Stock
. The Corporation shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.
7.4
Registration
of Shares of Common Stock; Cashless Exercise at Corporation’s Option
.
7.4.1
Registration
of Shares of Common Stock
. The Corporation agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days after the closing of its initial Business Combination, it shall use its best efforts to file with the Commission a registration
statement for the registration, under the Securities Act, of the shares of Common Stock issuable upon exercise of the Public Warrants.
The Corporation shall use its best efforts to cause the same to become effective and to maintain the effectiveness of such registration
statement, and a current prospectus relating thereto, until the expiration of the Public Warrants in accordance with the provisions
of this Agreement. If any such registration statement has not been declared effective by the 60th Business Day following the closing
of the Business Combination, holders of the Public Warrants shall have the right, during the period beginning on the 61st Business
Day after the closing of the Business Combination and ending upon such date the registration statement is declared effective by
the Commission, and during any other period when the Corporation shall fail to have maintained an effective registration statement
covering the shares of Common Stock issuable upon exercise of the Public Warrants, to exercise such Public Warrants on a “cashless
basis,” by exchanging the Public Warrants (in accordance with Section 3(a)(9) of the Securities Act or another exemption)
for that number of shares of Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of
Common Stock underlying the Public Warrants, multiplied by the excess of the Fair Market Value (as defined below) over the Warrant
Price by (y) the Fair Market Value. Solely for purposes of this
subsection
7.4.1
,
“
Fair Market Value
” shall mean the volume weighted average price of the Common Stock as reported during
the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant
Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of “cashless exercise”
is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless
exercise” of a Public Warrant, the Corporation shall, upon request, provide the Warrant Agent with an opinion of counsel
for the Corporation (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants
on a “cashless basis” in accordance with this
subsection
7.4.1
is
not required to be registered under the Securities Act and (ii) the shares of Common Stock issued upon such exercise shall be freely
tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under
the Securities Act) of the Corporation and, accordingly, shall not be required to bear a restrictive legend. Except as provided
in
subsection
7.4.2
, for the avoidance of any doubt, unless and until all
of the Public Warrants have been exercised, the Corporation shall continue to be obligated to comply with its registration obligations
under the first three sentences of this
subsection
7.4.1
.
7.4.2
Cashless
Exercise at Corporation’s Option
. If the shares of Common Stock are at the time of any exercise of a Warrant not listed
on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1)
of the Securities Act, the Corporation may, at its option, (i) require holders of Public Warrants who exercise Public Warrants
to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as
described in
subsection
7.4.1
and (ii) in the event the Corporation so
elects, the Corporation shall (x) not be required to file or maintain in effect a registration statement for the registration,
under the Securities Act, of the shares of Common Stock issuable upon exercise of the Warrants, notwithstanding anything in this
Agreement to the contrary, and (y) use its best efforts to register or qualify for sale the shares of Common Stock issuable upon
exercise of the Public Warrant under the blue sky laws of the state of residence of the exercising Public Warrant holder to the
extent an exemption is not available.
8.
Concerning
the Warrant Agent and Other Matters
.
8.1
Payment
of Taxes
. The Corporation shall from time to time promptly pay all taxes and charges that may be imposed upon the Corporation
or the Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of the Warrants, but the
Corporation shall not be obligated to pay any transfer taxes in respect of the Warrants or such shares.
8.2
Resignation,
Consolidation, or Merger of Warrant Agent
.
8.2.1
Appointment
of Successor Warrant Agent
. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Corporation. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Corporation shall appoint
in writing a successor Warrant Agent in place of the Warrant Agent. If the Corporation shall fail to make such appointment within
a period of thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by
the holder of a Warrant (who shall, with such notice, submit his Warrant for inspection by the Corporation), then the holder of
any Warrant may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor
Warrant Agent at the Corporation’s cost. Any successor Warrant Agent, whether appointed by the Corporation or by such court,
shall be a corporation organized and existing under the laws of the State of New York, in good standing and having its principal
office in the Borough of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers
and subject to supervision or examination by federal or state authority. After appointment, any successor Warrant Agent shall be
vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect
as if originally named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary
or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Corporation, an instrument transferring
to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request
of any successor Warrant Agent the Corporation shall make, execute, acknowledge, and deliver any and all instruments in writing
for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
duties, and obligations.
8.2.2
Notice
of Successor Warrant Agent
. In the event a successor Warrant Agent shall be appointed, the Corporation shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any
such appointment.
8.2.3
Merger
or Consolidation of Warrant Agent
. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.
8.3
Fees
and Expenses of Warrant Agent
.
8.3.1
Remuneration
.
The Corporation agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall,
pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all expenditures that the Warrant
Agent may reasonably incur in the execution of its duties hereunder.
8.3.2
Further
Assurances
. The Corporation agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.
8.4
Liability
of Warrant Agent
.
8.4.1
Reliance
on Corporation Statement
. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Corporation prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the President, Chief Executive Officer, the Chief Financial Officer, the General
Counsel or the Chairman of the Board of the Corporation and delivered to the Warrant Agent. The Warrant Agent may rely upon such
statement for any action taken or suffered in good faith by it pursuant to the provisions of this Agreement.
8.4.2
Indemnity
.
The Warrant Agent shall be liable hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Corporation
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant
Agent’s gross negligence, willful misconduct, fraud or bad faith.
8.4.3
Exclusions
.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the
Corporation of any covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible
to make any adjustments required under the provisions of
Section 4
hereof or responsible for the manner, method, or
amount of any such adjustment or the ascertaining of the existence of facts that would require any such adjustment; nor shall it
by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any shares of Common
Stock to be issued pursuant to this Agreement or any Warrant or as to whether any shares of Common Stock shall, when issued, be
valid and fully paid and nonassessable.
8.5
Acceptance
of Agency
. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Corporation with respect to Warrants
exercised and concurrently account for, and pay to the Corporation, all monies received by the Warrant Agent for the purchase of
shares of Common Stock through the exercise of the Warrants.
8.6
Waiver
.
The Warrant Agent has no right of set-off or any other right, title, interest or claim of any kind (“
Claim
”)
in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of
the date hereof, by and between the Corporation and the Warrant Agent as trustee thereunder) and hereby agrees not to seek recourse,
reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.
9.
Miscellaneous
Provisions
.
9.1
Successors
.
All the covenants and provisions of this Agreement by or for the benefit of the Corporation or the Warrant Agent shall bind and
inure to the benefit of their respective successors and assigns.
9.2
Notices
.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Corporation shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified
mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Corporation with the Warrant Agent), as follows:
Boxwood Merger Corp.
1112 Montana Avenue, Suite 901
Santa Monica, CA 90403
Attention: Stephen M. Kadenacy
with copies to:
Greenberg Traurig, LLP
MetLife Building.
200 Park Avenue
New York, NY 10166
Attn: Alan Annex, Esq.
Fax No.: (212) 801-9200
Email: annexa@gtlaw.com
Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Corporation to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5)
days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with
the Corporation), as follows:
Continental Stock Transfer & Trust Company
1 State Street Plaza - 30
th
Floor
New York, NY 10004
Attention: Compliance Department
9.3
Applicable
Law
. The validity, interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects
by the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application
of the substantive laws of another jurisdiction. The Corporation hereby agrees that any action, proceeding or claim against it
arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or
the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction
shall be exclusive. The Corporation hereby waives any objection to such exclusive jurisdiction and that such courts represent an
inconvenient forum.
9.4
Persons
Having Rights under this Agreement
. Nothing in this Agreement shall be construed to confer upon, or give to, any person or
corporation other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason
of this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations,
promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their
successors and assigns and of the Registered Holders of the Warrants.
9.5
Examination
of the Warrant Agreement
. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the Registered Holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.
9.6
Counterparts
.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.
9.7
Effect
of Headings
. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.
9.8
Amendments
.
This Agreement may be amended by the parties hereto without the consent of any Registered Holder for the purpose of curing any
ambiguity, or curing, correcting or supplementing any defective provision contained herein or adding or changing any other provisions
with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties
deem shall not adversely affect the interest of the Registered Holders. All other modifications or amendments, including any amendment
to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants
and Loan Warrants, shall require the vote or written consent of the Registered Holders of a majority of the then outstanding Warrants
and, solely with respect to any amendment to the terms of the Private Placement Warrants and Loan Warrants or any provision of
this Agreement with respect to the Private Placement Warrants and Loan Warrants, a majority of the then outstanding Private Placement
Warrants and Loan Warrants, collectively. Notwithstanding the foregoing, the Corporation may lower the Warrant Price or extend
the duration of the Exercise Period pursuant to
Sections 3.1
and
3.2
, respectively, without the consent of the Registered
Holders.
9.9
Severability
.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be duly executed as of the date first above written.
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Name:
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Stephen M. Kadenacy
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Title:
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Chief Executive Officer
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent and Transfer Agent
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[
Signature Page to Warrant Agreement
]
EXHIBIT A
[Form of Warrant Certificate]
[FACE]
BOXWOOD MERGER CORP.
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE
WARRANTS
THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO
THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED
FOR
IN THE WARRANT AGREEMENT DESCRIBED BELOW
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This Certifies that
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is the
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registered holder of
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Warrant(s)
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(the “Warrants” and each, a
“Warrant”) to purchase shares of Class A common stock, $0.0001 par value (“Common Stock”), of Boxwood
Merger Corp., a Delaware corporation (the “Corporation”).
Each Warrant entitles the
holder, upon exercise during the Exercise Period set forth in the Warrant Agreement referred to below, to receive from the Corporation
that number of fully paid and nonassessable shares of Common Stock as set forth below, at the exercise price (the “Warrant
Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein
and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given
to them in the Warrant Agreement.
Each Warrant is initially
exercisable for one fully paid and non-assessable share of Common Stock. The number of the shares of Common Stock issuable upon
exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.
The initial Warrant Price
per share of Common Stock for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon the occurrence
of certain events as set forth in the Warrant Agreement.
Subject to the conditions
set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent not exercised
by the end of such Exercise Period, such Warrants shall become void.
Reference is hereby made
to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall for all
purposes have the same effect as though fully set forth at this place.
This Warrant Certificate
shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.
This Warrant Certificate
shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to conflicts of
laws principles thereof.
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CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
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[Form of Warrant
Certificate]
[BACK]
The Warrants evidenced
by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive shares
of Common Stock and are issued or to be issued pursuant to a Warrant Agreement dated as of ,
2018 (the “Warrant Agreement”), duly executed and delivered by the Corporation to Continental Stock Transfer &
Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated
by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights,
obligations, duties and immunities thereunder of the Warrant Agent, the Corporation and the holders (the words “holders”
or “holder” meaning the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant
Agreement may be obtained by the holder hereof upon written request to the Corporation. Defined terms used in this Warrant Certificate
but not defined herein shall have the meanings given to them in the Warrant Agreement.
Warrants may be exercised
at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this Warrant Certificate
may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed
and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless exercise”
as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon
any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants evidenced
hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.
Notwithstanding anything
else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a registration
statement covering the shares of Common Stock to be issued upon exercise is effective under the Securities Act and (ii) a prospectus
thereunder relating to the shares of Common Stock is current, except through “cashless exercise” as provided for in
the Warrant Agreement.
The Warrant Agreement
provides that upon the occurrence of certain events the number of shares of Common Stock issuable upon exercise of the Warrants
set forth on the face hereof may, subject to certain conditions, be adjusted.
Warrant Certificates, when
surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person or by legal
representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of
like tenor evidencing in the aggregate a like number of Warrants.
Upon due presentation for
registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new Warrant Certificate or Warrant Certificates
of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this
Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any tax or other governmental
charge imposed in connection therewith.
The Corporation and the
Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Corporation nor the Warrant Agent shall be affected by any
notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a stockholder
of the Corporation.
Election To Purchase
(To Be Executed Upon Exercise of Warrant)
The undersigned hereby
irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
shares of Common Stock and herewith tenders payment for such shares to the order of Boxwood Merger Corp. (the “Corporation”)
in the amount of $
in accordance with the terms hereof. The undersigned requests that a Certificate for such shares be registered in the name of ,
whose address is
and that such shares be delivered to ,
whose address is .
If said number of shares is less than all of the shares of Common Stock purchasable hereunder, the undersigned requests that a
new Warrant Certificate representing the remaining balance of such shares be registered in the name of ,
whose address is ,
and that such Warrant Certificate be delivered to ,
whose address is .
In the event that the Warrant
has been called for redemption by the Corporation pursuant to
Section 6
of the Warrant Agreement and the Corporation
has required cashless exercise pursuant to
Section 6.3
of the Warrant Agreement, the number of shares that this Warrant
is exercisable for shall be determined in accordance with
subsection 3.3.1(b)
and
Section 6.3
of the Warrant
Agreement.
In the event that the Warrant
is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to
subsection 3.3.1(c)
of the Warrant Agreement, the number of shares that this Warrant is exercisable for shall be determined in accordance with
subsection 3.3.1(c)
of the Warrant Agreement.
In the event that the Warrant
is to be exercised on a “cashless” basis pursuant to
Section 7.4
of the Warrant Agreement, the number of
shares that this Warrant is exercisable for shall be determined in accordance with
Section 7.4
of the Warrant Agreement.
In the event that the Warrant
may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of shares that this
Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for
such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects to exercise
the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive
shares of Common Stock. If said number of shares is less than all of the shares of Common Stock purchasable hereunder (after giving
effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of
such shares be registered in the name of ,
whose address is ,
and that such Warrant Certificate be delivered to ,
whose address is .
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Date: ,
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(Signature)
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(Address)
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(Tax Identification Number)
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Signature(s) Guaranteed:
By
THE SIGNATURE(S) MUST BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION
(BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION
PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).
EXHIBIT B
LEGEND
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD,
TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES
LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN
THE LETTER AGREEMENT BY AND AMONG BOXWOOD MERGER CORP. (THE “COMPANY”), BOXWOOD SPONSOR, LLC AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, ASSIGNED OR SOLD UNTIL THE DATE THAT IS THIRTY
(30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE
WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT)
WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.
SECURITIES EVIDENCED BY THIS CERTIFICATE AND
SHARES OF COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A
REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.
Exhibit
10.4
REGISTRATION
RIGHTS AGREEMENT
THIS REGISTRATION RIGHTS
AGREEMENT (this “
Agreement
”), dated as of November __, 2018, is made and entered into by and among Boxwood
Merger Corp., a Delaware corporation (the “
Corporation
”), and Boxwood Merger Sponsor LLC, a Delaware
limited liability company (the “
Sponsor
”), together with the other parties listed on the signature pages
hereto and any person or entity who hereafter becomes a party to this Agreement pursuant to
Section 5.2
of this Agreement
(each a “
Holder
” and collectively the “
Holders
”).
ARTICLE
I
DEFINITIONS
1.1
Definitions
.
The terms defined in this
Article I
shall, for all purposes of this Agreement, have the respective meanings set forth below:
“
Adverse Disclosure
”
means any public disclosure of material non-public information, which disclosure, in the good faith judgment of the Chief Executive
Officer or the Chief Financial Officer of the Corporation, after consultation with counsel to the Corporation, (i) would be
required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus
not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained
therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were
made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed,
and (iii) the Corporation has a bona fide business purpose for not making such information public.
“
Agreement
”
has the meaning given in the Preamble.
“
Board
”
means the Board of Directors of the Corporation.
“
Boxwood Management
Demanding Holder
” has the meaning given in
subsection 2.1.1
.
“
Business Combination
”
means any merger, capital stock exchange, asset acquisition, stock purchase, reorganization, recapitalization or other similar
business combination with one or more businesses, involving the Corporation.
“
Commission
”
means the U.S. Securities and Exchange Commission.
“
Common
Stock
” means the Corporation’s Class A common stock, par value $0.0001 per share.
“
Corporation
”
has the meaning given in the Preamble.
“
Demand Registration
”
has the meaning given in
subsection 2.1.1
.
“
Demanding
Holder
” has the meaning given in
subsection 2.1.1
.
“
Exchange Act
”
means the Securities Exchange Act of 1934, as it may be amended from time to time.
“
Form S-1
”
has the meaning given in
subsection 2.1.1
.
“
Form S-3
”
has the meaning given in
subsection 2.3
.
“
Founder Shares
”
means the 7,187,500 shares of the Corporation’s Common Stock (up to 937,500 of which shares will be subject to forfeiture
depending on the extent to which the underwriters’ option to purchase additional units in connection with the Corporation’s
initial public offering is exercised, if at all) held by the Sponsor and certain directors and officers of the Corporation.
“
Founder Shares
Lock-up Period
” shall mean, with respect to the Founder Shares, and subject to certain limitations and exclusions,
the period ending on (A) the date that is one year after the completion of the initial Business Combination or (B) if, subsequent
to the initial Business Combination, the date on which (x) the last reported closing price of the Common Stock equals or exceeds
$12.00 per share (as adjusted for stock splits, stock capitalizations, reorganizations, recapitalizations and the like) for any
20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination, or (y) the
Corporation completes a liquidation, merger, stock exchange or other similar transaction that results in all of the Corporation’s
stockholders having the right to exchange their shares of Common Stock for cash, securities or other property.
“
Holders
”
has the meaning given in the Preamble.
“
Insider Letter
”
means that certain letter agreement, dated as of November __, 2018, by and among the Corporation, the Sponsor and each of the Corporation’s
officers, directors and director nominees.
“
Macquarie
Demanding Holder
” has the meaning given in
subsection 2.1.1
.
“
Maximum Number
of Securities
” means the meaning given in
subsection 2.1.4
.
“
Misstatement
”
means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under
which they were made not misleading.
“
Permitted
Transferees
” means a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable
Securities prior to the expiration of the Founder Shares Lock-up Period or Private Placement Lock-up Period, as the case may be,
under the Insider Letters and any other applicable agreement between such Holder and the Corporation and to any transferee thereafter.
“
Piggyback
Registration
” has the meaning given in
subsection 2.2.1
.
“
Private Placement
Lock-up Period
” means, with respect to Private Placement Securities that are held by the initial purchasers of such
Private Placement Securities or their Permitted Transferees, the period ending 30 days after the completion of the initial Business
Combination.
“
Private Placement
Securities
” means, collectively, the Private Placement Units, the Private Placement Warrants and any shares of Common
Stock (i) included as part of the Private Placement Units or (ii) issued or issuable upon the exercise of the Private Placement
Warrants.
“
Private
Placement Units
” means the 250,000 units of the Corporation the Sponsor agreed to purchase from the Corporation
in a private placement transaction pursuant to that certain Securities Purchase Agreement, dated November __, 2018, by and between
the Corporation and the Sponsor.
“
Private
Placement Warrants
” means, collectively, (i) the 3,500,000 warrants (or up to 4,100,000 units if the underwriters’
option to purchase additional units in connection with the Corporation’s initial public offering is exercised in full) the
Sponsor agreed to purchase from the Corporation in a private placement transaction pursuant to that certain Securities Purchase
Agreement, dated November __, 2018, by and between the Corporation and the Sponsor, and (ii) the warrants included as part of
the Private Placement Units.
“
Prospectus
”
means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended
by any and all post-effective amendments and including all material incorporated by reference in such prospectus.
“
Registrable
Security
” means (i) the Founder Shares, (ii) the Private Placement Securities, (iii) any outstanding
share of Common Stock or any other equity security (including shares of the Common Stock issued or issuable upon the exercise of
any other equity security) of the Corporation held by a Holder as of the date of this Agreement, (iv) any equity securities
(including shares of Common Stock issued or issuable upon the exercise of any such equity security) of the Corporation issuable
upon conversion of any working capital loans made to the Corporation by a Holder including, without limitation, the Sponsor Loan
Warrants (including shares of Common Stock issued or issuable upon the exercise of any such Sponsor Loan Warrants), and (v) any
other equity security of the Corporation issued or issuable with respect to any such share of Common Stock by way of a stock dividend
or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization;
provided
,
however
, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when:
(A) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities
Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement;
(B) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting
further transfer shall have been delivered by the Corporation and subsequent public distribution of such securities shall not require
registration under the Securities Act; (C) such securities shall have ceased to be outstanding; (D) such securities may be
sold without registration pursuant Rule 144 promulgated under the Securities Act (but with no volume or other restrictions
or limitations); or (E) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution
or other public securities transaction.
“
Registration
”
means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming
effective.
“
Registration
Expenses
” means the out-of-pocket expenses of a Registration, including, without limitation, the following:
(A) all
registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory
Authority) and any securities exchange on which the Common Stock is then listed;
(B) fees
and expenses of compliance with securities or blue sky laws (including reasonable and actual fees and disbursements of counsel
for the Underwriters in connection with blue sky qualifications of Registrable Securities);
(C) printing,
messenger, telephone and delivery expenses;
(D) reasonable
fees and disbursements of counsel for the Corporation;
(E) reasonable
fees and disbursements of all independent registered public accountants of the Corporation incurred specifically in connection
with such Registration; and
(F) reasonable
and actual fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating
a Demand Registration to be registered for offer and sale in the applicable Registration.
“
Registration
Statement
” means any registration statement that covers the Registrable Securities pursuant to the provisions of
this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments)
and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration
statement.
“
Requesting
Holder
” has the meaning given in
subsection 2.1.1
.
“
Securities
Act
” means the Securities Act of 1933, as amended from time to time.
“
Sponsor
”
has the meaning given in the Preamble.
“
Sponsor Demanding
Holder
” has the meaning given in
subsection 2.1.1
.
“
Sponsor Loan
Warrants
” means warrants issuable to the Sponsor upon conversion of up to $250,000 in working capital loans provided
by the Sponsor to the Corporation to finance transaction costs in connection with the initial Business Combination.
“
Underwriter
”
means a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of
such dealer’s market-making activities.
“
Underwritten
Registration
” or “
Underwritten Offering
” means a Registration in which securities of the
Corporation are sold to an Underwriter in a firm commitment underwriting for distribution to the public.
ARTICLE
II
REGISTRATIONS
2.1
Demand
Registration
.
2.1.1
Request
for Registration
. Subject to the provisions of
subsection 2.1.4
and
Section 2.4
hereof, at any time and
from time to time on or after the date the Corporation consummates the Business Combination, the Holders of at least a majority
in interest of (a) the then outstanding number of Registrable Securities owned by MIHI Boxwood Sponsor, LLC and/or its Permitted
Transferees (the “
Macquarie Demanding Holders
”), (b) the then outstanding number of Registrable Securities
owned by Boxwood Management Company, LLC and/or its Permitted Transferees (the “
Boxwood Management Demanding Holders
”)
or (c) the then outstanding number of Registrable Securities owned by all Holders (collectively with the Macquarie Demanding Holders
and the Boxwood Management Demanding Holders, the “
Demanding Holders
”) may make a written demand for
Registration under the Securities Act of all or part of their Registrable Securities, which written demand shall describe the amount
and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand
a “
Demand Registration
”). The Corporation shall, within ten (10) days of the Corporation’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder
of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a
Registration pursuant to such Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable
Securities in such Registration, a “
Requesting Holder
”) shall so notify the Corporation, in writing,
within five (5) days after the receipt by the Holder of the notice from the Corporation. Upon receipt by the Corporation of
any such written notification from a Requesting Holder(s), such Requesting Holder(s) shall be entitled to have their Registrable
Securities included in a Registration pursuant to such Demand Registration and the Corporation shall effect, as soon thereafter
as practicable, but not more than forty five (45) days immediately after the Corporation’s receipt of the Demand Registration,
the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand
Registration. Under no circumstances shall the Corporation be obligated to effect more than one (1) Registration for each
of the Macquarie Demanding Holders, the Boxwood Management Demanding Holders and the Demanding Holders collectively pursuant to
a Demand Registration under this
subsection 2.1.1
, or more than three (3) Registrations in the aggregate pursuant to
Demand Registrations under this
subsection 2.1.1
, with respect to any or all Registrable Securities;
provided
,
however
, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration
statement that may be available at such time (“
Form S-1
”) has become effective and all of the Registrable
Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders (subject to
Section 2.1.4
)
in such Form S-1 Registration have been sold, in accordance with
Section 3.1
of this Agreement. Notwithstanding the foregoing,
in the case of the Private Placement Securities acquired or to be acquired by any Macquarie Demanding Holders, the demand for such
registration may only be made prior to the fifth (5
th
) anniversary of the date on which the registration statement on
Form S-1 filed by the Corporation with the Commission under the Securities Act in connection with the initial public offering of
the Corporation’s Common Stock is declared effective by the Commission (the “
Effective Date
”),
in accordance with the Financial Industry Regulatory Authority (“
FINRA
”) Rule 5110 (f)(2)(G) (iv).
2.1.2
Effective
Registration
. Notwithstanding the provisions of
subsection 2.1.1
above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed
with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission
and (ii) the Corporation has complied with all of its obligations under this Agreement with respect thereto;
provided
,
further
, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in
a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission,
federal or state court or any other governmental agency the Registration Statement with respect to such Registration shall be deemed
not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise
terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively
elect to continue with such Registration and accordingly notify the Corporation in writing, but in no event later than five (5) days,
of such election;
provided
,
further
, that the Corporation shall not be obligated or required to file another Registration
Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration
becomes effective or is subsequently terminated.
2.1.3
Underwritten
Offering
. Subject to the provisions of
subsection 2.1.4
and
Section 2.4
hereof, if a majority-in-interest
of the Demanding Holders so advise the Corporation as part of their Demand Registration that the offering of the Registrable Securities
pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder
or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s
participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this
subsection 2.1.3
shall enter into an underwriting agreement in customary form with the Underwriter(s)
selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.
2.1.4
Reduction
of Underwritten Offering
. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand
Registration, in good faith, advises the Corporation, the Demanding Holders and the Requesting Holders (if any) in writing that
the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to
sell, taken together with all other Common Stock or other equity securities that the Corporation desires to sell and the Common
Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights
held by any other stockholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that
can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution
method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable,
the “Maximum Number of Securities”), then the Corporation shall include in such Underwritten Offering, as follows:
(i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the
respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included
in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting
Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”))
can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clause (i), the Common Stock or other equity securities that the Corporation desires to
sell, that can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), the Registrable Securities of Holders (Pro
Rata, based on the respective number or Registrable Securities that each Holder has so requested exercising their rights to register
their Registrable Securities pursuant to
subsection 2.2.1
hereof, that can be sold without exceeding the Maximum Number
of Securities; and (iv) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clauses (i), (ii) and (iii), the Common Stock or other equity securities of other persons or entities that the Corporation
is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can
be sold without exceeding the Maximum Number of Securities.
2.1.5
Demand
Registration Withdrawal
. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest
of the Requesting Holders (if any), pursuant to a Registration under
subsection 2.1.1
shall have the right to withdraw from
a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Corporation
and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of
the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant
to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Corporation shall be responsible for
the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal
under this
subsection 2.1.5
.
2.2
Piggyback
Registration
.
2.2.1
Piggyback
Rights
. If, at any time on or after the date the Corporation consummates a Business Combination, the Corporation proposes to
file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other
obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of stockholders
of the Corporation (or by the Corporation and by the stockholders of the Corporation including, without limitation, pursuant to
Section 2.1
hereof), other than a Registration Statement (i) filed in connection with any employee stock option
or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Corporation’s existing stockholders,
(iii) for an offering of debt that is convertible into equity securities of the Corporation or (iv) for a dividend reinvestment
plan, then the Corporation shall give written notice of such proposed filing to all of the Holders of Registrable Securities as
soon as practicable but not less than ten (10) days before the anticipated filing date of such Registration Statement, which
notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders
of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request
in writing within five (5) days after receipt of such written notice (such Registration a “
Piggyback Registration
”).
The Corporation shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall
use its best efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable
Securities requested by the Holders pursuant to this
subsection 2.2.1
to be included in a Piggyback Registration on the
same terms and conditions as any similar securities of the Corporation included in such Registration and to permit the sale or
other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders
proposing to distribute their Registrable Securities through an Underwritten Offering under this
subsection 2.2.1
shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Corporation.
Notwithstanding the foregoing, in the case of the Private Placement Securities acquired or to be acquired by any Macquarie Demanding
Holders, the Holder shall have the right to include such Registrable Securities in a Piggyback Registration for a period of no
more than seven (7) years from the Effective Date in accordance with FINRA Rule 5110(f)(2)(G)(v).
2.2.2
Reduction
of Piggyback Registration
. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback
Registration, in good faith, advises the Corporation and the Holders of Registrable Securities participating in the Piggyback Registration
in writing that the dollar amount or number of the Common Stock that the Corporation desires to sell, taken together with (i) the
Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons
or entities other than the Holders of Registrable Securities hereunder (ii) the Registrable Securities as to which registration
has been requested pursuant
Section 2.2
hereof, and (iii) the Common Stock, if any, as to which Registration has been
requested pursuant to separate written contractual piggy-back registration rights of other stockholders of the Corporation, exceeds
the Maximum Number of Securities, then:
(a) If
the Registration is undertaken for the Corporation’s account, the Corporation shall include in any such Registration (A) first,
the Common Stock or other equity securities that the Corporation desires to sell that can be sold without exceeding the Maximum
Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing
clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1
hereof, Pro Rata, that can be sold without exceeding the Maximum Number of Securities; and (C) third,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock,
if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other stockholders
of the Corporation that can be sold without exceeding the Maximum Number of Securities;
(b) If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Corporation
shall include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting
persons or entities, other than the Holders of Registrable Securities, that can be sold without exceeding the Maximum Number of
Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause
(A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to
subsection 2.2.1
,
Pro Rata based on the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration
and the aggregate number of Registrable Securities that the Holders have requested to be included in such Underwritten Registration
that can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Corporation
desires to sell that can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity
securities for the account of other persons or entities that the Corporation is obligated to register pursuant to separate written
contractual arrangements with such persons or entities that can be sold without exceeding the Maximum Number of Securities.
2.2.3
Piggyback
Registration Withdrawal
. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration
for any or no reason whatsoever upon written notification to the Corporation and the Underwriter or Underwriters (if any) of his,
her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed
with the Commission with respect to such Piggyback Registration. The Corporation (whether on its own good faith determination or
as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration
Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such
Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Corporation shall be responsible for the
Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this
subsection 2.2.3
.
2.2.4
Unlimited
Piggyback Registration Rights
. For purposes of clarity, any Registration effected pursuant to
Section 2.2
hereof
shall not be counted as a Registration pursuant to a Demand Registration effected under
Section 2.1
hereof.
2.3
Registrations
on Form S-3
. The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Corporation,
pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale
of any or all of their Registrable Securities on Form S-3 or any similar short-form registration statement that may be available
at such time (“
Form S-3
”);
provided
,
however
, that the Corporation shall not be obligated
to effect such request through an Underwritten Offering. Within five (5) days of the Corporation’s receipt of a written
request from a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Corporation shall promptly give
written notice of the proposed Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable
Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration
on Form S-3 shall so notify the Corporation, in writing, within ten (10) days after the receipt by the Holder of the notice
from the Corporation. As soon as practicable thereafter, but not more than thirty (30) days after the Corporation’s
initial receipt of such written request for a Registration on Form S-3, the Corporation shall register all or such portion of such
Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable
Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder
or Holders;
provided
,
however
, that the Corporation shall not be obligated to effect any such Registration
pursuant to
Section 2.3
hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders
of Registrable Securities, together with the Holders of any other equity securities of the Corporation entitled to inclusion in
such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price
to the public of less than $5,000,000.
2.4
Restrictions
on Registration Rights
. If (A) during the period starting with the date sixty (60) days prior to the Corporation’s
good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective
date of, a Corporation initiated Registration and provided that the Corporation has delivered written notice to the Holders prior
to receipt of a Demand Registration pursuant to
subsection 2.1.1
and it continues to actively employ, in good faith, all
reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten
Registration and the Corporation and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer;
or (C) in the good faith judgment of the Board such Registration would be detrimental to the Corporation and the Board concludes
as a result that it is advisable to defer the filing of such Registration Statement at such time, then in each case the Corporation
shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the
Board it would be detrimental to the Corporation for such Registration Statement to be filed in the near future and that it is
therefore advisable to defer the filing of such Registration Statement. In such event, the Corporation shall have the right to
defer such filing for a period of not more than thirty (30) days;
provided
,
however
, that the Corporation shall
not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained
in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect
to any Registrable Securities held by any Holder, until after the expiration of the Founder Shares Lock-Up Period or the Private
Placement Lock-Up Period, as the case may be.
ARTICLE
III
CORPORATION
PROCEDURES
3.1
General
Procedures
. If at any time on or after the date the Corporation consummates a Business Combination the Corporation is required
to effect the Registration of Registrable Securities, the Corporation shall use its best efforts to effect such Registration to
permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto
the Corporation shall, as expeditiously as possible:
3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use
its reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable
Securities covered by such Registration Statement have been sold;
3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements
to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the
rules, regulations or instructions applicable to the registration form used by the Corporation or by the Securities Act or rules
and regulations thereunder to keep the Registration Statement effective until the earlier of: (a) all Registrable Securities
covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration
Statement or supplement to the Prospectus; or (b) such Securities cease to be Registrable Securities;
3.1.3 prior
to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies
of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement
(including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities
included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the
Registrable Securities owned by such Holders;
3.1.4 prior
to any public offering of Registrable Securities, use its best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United
States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement
to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Corporation and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided
,
however
, that the Corporation shall not be required to qualify generally to do business in any jurisdiction
where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process
or taxation in any such jurisdiction where it is not then otherwise so subject;
3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities
issued by the Corporation are then listed;
3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective
date of such Registration Statement;
3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance
of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening
of any proceeding for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to
obtain its withdrawal if such stop order should be issued;
3.1.8 at
least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus or any document that is to be incorporated by reference into such Registration Statement or
Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel;
3.1.9 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities
Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect,
includes a Misstatement, and then to correct such Misstatement as set forth in
Section 3.4
hereof;
3.1.10 permit
a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter
to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Corporation’s
officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney
or accountant in connection with the Registration;
provided
,
however
, that such representatives or Underwriters enter
into a confidentiality agreement, in form and substance reasonably satisfactory to the Corporation, prior to the release or disclosure
of any such information;
3.1.11 obtain
a “cold comfort” letter from the Corporation’s independent registered public accountants in the event of an Underwritten
Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters
as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating
Holders;
3.1.12 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of
counsel representing the Corporation for the purposes of such Registration, addressed to the Holders, the placement agent or sales
agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such
opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurances letters, and reasonably satisfactory to the Underwriter or, if there is none,
to a majority in interest of the participating Holders;
3.1.13 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;
3.1.14 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve
(12) months beginning with the first day of the Corporation’s first full calendar quarter after the effective date of
the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder;
3.1.15 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its
reasonable efforts to make available senior executives of the Corporation to participate in customary “road show” presentations
that may be reasonably requested by the Underwriter in any Underwritten Offering; and
3.1.16 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.
3.2
Registration
Expenses
. The Registration Expenses of all Registrations shall be borne by the Corporation. It is acknowledged by the Holders
that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’
commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration
Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.
3.3
Requirements
for Participation in Underwritten Offerings
. No person may participate in any Underwritten Offering for equity securities of
the Corporation pursuant to a Registration initiated by the Corporation hereunder unless such person (i) agrees to sell such
person’s securities on the basis provided in any underwriting arrangements approved by the Corporation and (ii) completes
and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other
customary documents as may be reasonably required under the terms of such underwriting arrangements.
3.4
Suspension
of Sales; Adverse Disclosure
. Upon receipt of written notice from the Corporation that a Registration Statement or Prospectus
contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received
copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Corporation hereby covenants
to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised
in writing by the Corporation that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued
use of a Registration Statement in respect of any Registration at any time would require the Corporation to make an Adverse Disclosure
or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Corporation for
reasons beyond the Corporation’s control, the Corporation may, upon giving prompt written notice of such action to the Holders,
delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but
in no event more than thirty (30) days, determined in good faith by the Corporation to be necessary for such purpose. In the
event the Corporation exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt
of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer
to sell Registrable Securities. The Corporation shall immediately notify the Holders of the expiration of any period during which
it exercised its rights under this
Section 3.4
.
3.5
Reporting
Obligations
. As long as any Holder shall own Registrable Securities, the Corporation, at all times while it shall be reporting
under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the applicable grace
period) all reports required to be filed by the Corporation after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange
Act and to promptly furnish the Holders with true and complete copies of all such filings that are not otherwise publicly available
on the Commission’s EDGAR website. The Corporation further covenants that it shall take such further action as any Holder
may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of the Common Stock held
by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated
under the Securities Act, including providing any legal opinions. Upon the request of any Holder, the Corporation shall deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.
ARTICLE
IV
INDEMNIFICATION
AND CONTRIBUTION
4.1
Indemnification
.
4.1.1 The
Corporation agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors
and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities
and expenses (including actual and reasonable attorneys’ fees) caused by any untrue or alleged untrue statement of material
fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto
or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Corporation
by such Holder expressly for use therein. The Corporation shall indemnify the Underwriters, their officers and directors and each
person who controls such Underwriters (within the meaning of the Securities Act) as may be provided in any Underwriting or similar
agreement entered into by the Corporation and the Underwriters relating to an Underwritten Offering.
4.1.2 In
connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish
to the Corporation in writing such information and affidavits as the Corporation reasonably requests for use in connection with
any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Corporation, its directors
and officers and agents and each person who controls the Corporation (within the meaning of the Securities Act) against any losses,
claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue
statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof
or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished
in writing by such Holder expressly for use therein;
provided
,
however
, that the obligation to indemnify shall be
several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable
Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities
pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers,
directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided
in the foregoing with respect to indemnification of the Corporation.
4.1.3 Any
person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with
respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s
right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless
in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties
may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability
for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An
indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees
and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless
in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other
of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party,
consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money
(and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include
as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability
in respect to such claim or litigation.
4.1.4 The
indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by
or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities. The Corporation and each Holder of Registrable Securities participating in an offering also agrees
to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Corporation’s
or such Holder’s indemnification is unavailable for any reason.
4.1.5 If
the indemnification provided under
Section 4.1
hereof from the indemnifying party is unavailable or insufficient to hold
harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the
indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified
party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The
relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether
any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to
state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the
indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct
or prevent such action;
provided
,
however
, that the liability of any Holder under this
subsection 4.1.5
shall
be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount
paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject
to the limitations set forth in
subsections 4.1.1
,
4.1.2
and
4.1.3
above, any legal or other fees, charges
or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that
it would not be just and equitable if contribution pursuant to this
subsection 4.1.5
were determined by pro rata allocation
or by any other method of allocation, which does not take account of the equitable considerations referred to in this
subsection
4.1.5
. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall
be entitled to contribution pursuant to this
subsection 4.1.5
from any person who was not guilty of such fraudulent misrepresentation.
ARTICLE
V
MISCELLANEOUS
5.1
Notices
.
Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed
to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person
or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail or facsimile.
Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently
given, served, sent, and received, in the case of mailed notices, on the third business day following the date on which it is mailed
and, in the case of notices delivered by courier service, hand delivery, electronic mail or facsimile, at such time as it is delivered
to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee
upon presentation. Any notice or communication under this Agreement must be addressed to the Corporation at 1112 Montana Avenue,
Suite 901, Santa Monica, CA 90403, or by email to sk@boxwoodmc.com (with a copy, which shall not constitute notice, to: Alan Annex,
Greenberg Traurig, LLP, MetLife Building, 200 Park Avenue, New York, NY 10166, or by email to annexa@gtlaw.com) and to the Holder,
at such Holder’s address as found in the Corporation’s books and records. Any party may change its address for notice
at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective
thirty (30) days after delivery of such notice as provided in this
Section 5.1
.
5.2
Assignment;
No Third Party Beneficiaries
.
5.2.1 This
Agreement and the rights, duties and obligations of the Corporation hereunder may not be assigned or delegated by the Corporation
in whole or in part.
5.2.2 Prior
to the expiration of the Founder Shares Lock-up Period or the Private Placement Lock-up Period, as the case may be, no Holder may
assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection
with a transfer of Registrable Securities by such Holder to a Permitted Transferee, but only if such Permitted Transferee agrees
to become bound by the transfer restrictions set forth in this Agreement and other applicable letter agreements.
5.2.3 This
Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors
and the permitted assigns of the Holders.
5.2.4 This
Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth
in this Agreement and
Section 5.2
hereof.
5.2.5 No
assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate
the Corporation unless and until the Corporation shall have received (i) written notice of such assignment as provided in
Section 5.1
hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Corporation,
to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to
this Agreement). Any transfer or assignment made other than as provided in this
Section 5.2
shall be null and void.
5.3
Counterparts
.
This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed
an original, and all of which together shall constitute the same instrument, but only one of which need be produced.
5.4
Governing
Law; Venue
. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY
AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF NEW YORK AS APPLIED TO AGREEMENTS
AMONG NEW YORK RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN NEW YORK, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS
OF SUCH JURISDICTION.
5.5
Amendments
and Modifications
. Upon the written consent of the Corporation and the Holders of at least a majority in interest of the
Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this
Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified;
provided
,
however
,
that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity
as a holder of the shares of capital stock of the Corporation, in a manner that is materially different from the other Holders
(in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Corporation
and any other party hereto or any failure or delay on the part of a Holder or the Corporation in exercising any rights or remedies
under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Corporation. No single or partial
exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other
rights or remedies hereunder or thereunder by such party.
5.6
Other
Registration Rights
. The Corporation represents and warrants that no person, other than a Holder of Registrable Securities,
has any right to require the Corporation to register any securities of the Corporation for sale or to include such securities of
the Corporation in any Registration filed by the Corporation for the sale of securities for its own account or for the account
of any other person. Further, the Corporation represents and warrants that this Agreement supersedes any other registration rights
agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements
and this Agreement, the terms of this Agreement shall prevail.
5.7
Term
.
This Agreement shall terminate upon the earlier of (i) the tenth anniversary of the date of this Agreement or (ii) the
date as of which (A) all of the Registrable Securities have been sold pursuant to a Registration Statement (but in no event
prior to the applicable period referred to in Section 4(3) of the Securities Act and Rule 174 thereunder) or (B) all
such Securities cease to be Registrable Securities. The provisions of
Section 3.5
and
Article IV
shall
survive any termination.
[SIGNATURE PAGES
FOLLOW]
IN WITNESS WHEREOF
,
the undersigned have caused this Agreement to be executed as of the date first written above.
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CORPORATION:
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BOXWOOD MERGER CORP.
, a Delaware corporation
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HOLDER:
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BOXWOOD SPONSOR LLC
, a Delaware limited liability company
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Name:
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Stephen M. Kadenacy
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Title:
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President
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Name:
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Jin Chun
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Title:
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Vice President
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By:
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Name: Richard Gadbois
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