The Board has fixed the close of business on October 11,
2016 as the date for determining the shareholders entitled to receive notice of and vote at the special meeting and any adjournment
thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted
at the special meeting or any adjournment. On the record date, there was outstanding 10,387,813 of the Company’s shares,
including 7,687,500 public shares.
If the Extension Amendment and the Trust Amendment are approved,
our sponsor has agreed to pay each shareholder that voted to approve the Extension Amendment and the Trust Amendment a cash payment
(the “Cash Payment”) of $0.02 per ordinary share (for a total of $10.54 per ordinary share payable to shareholders
that voted to approve the Extension Amendment and the Trust Amendment and elected to redeem their shares), irrespective of whether
such shareholder elected to have its shares redeemed. Any shareholder voting against, abstaining or not voting on either the Extension
Amendment or the Trust Amendment will not be entitled to the Cash Payment. The Cash Payment will not come from the Company’s
trust account but will be payable separate and apart from, and in addition to, any funds payable from the Company's trust account,
as described in the accompanying proxy statement.
If the Extension Amendment and the Trust Amendment are not
approved, and a business combination is not consummated by the Current Termination Date, 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 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 funds held in the trust account and not previously released to us to pay our tax obligations
(less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which
redemption will completely extinguish public shareholders’ rights as shareholders (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 shareholders and our Board, commence a voluntary liquidation and thereby a formal dissolution
of the Company, subject in each case to our obligations under BVI law to provide for claims of creditors and the requirements
of other applicable law. The Company would expect to pay the costs of liquidation from its remaining assets outside of the trust
fund or up to $100,000 available to the Company from interest income on the trust account balance. If either the Extension Amendment
or the Trust Amendment is not approved, no shareholders will be entitled to receive the Cash Payment.
Public shareholders may elect to redeem their shares for a pro rata
portion of the funds available in the trust account in connection with the Extension Amendment and the Trust Amendment (the “Election”),
regardless of whether such public shareholders were holders as of the record date. As of August 31, 2016, this would amount to
approximately $10.52 per share (including $0.02 of accrued interest). The Company believes that such redemption right protects
the Company’s public shareholders from having to sustain their investments for an unreasonably long period if the Company
failed to find a suitable acquisition in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
If the Extension Amendment and the Trust Amendment are approved by the requisite vote of shareholders (and not abandoned), the
remaining holders of public shares will retain their right to redeem their public shares for a pro rata portion of the funds available
in the trust account upon consummation of a business combination when it is submitted to the shareholders, subject to any limitations
set forth in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive
agreement relating to the Company’s initial business combination. In addition, public shareholders who vote for the Extension
Amendment and the Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed
a business combination by the Extended Termination Date. Each redemption of shares by our public shareholders will decrease the
amount in our trust account, which held approximately $80.8 million as of June 30, 2016.
In considering whether to approve the Extension Amendment and the
Trust Amendment, the Company’s shareholders should be aware that if the Extension Amendment and the Trust Amendment are
approved (and not abandoned), the Company will incur substantial expenses in seeking to complete an initial business combination,
in addition to expenses incurred in proposing the Extension Amendment and the Trust Amendment. Certain of our directors have made
advances to the Company in an amount of $500,000 in the aggregate, as of June 30, 2016. The advances are non-interest bearing,
unsecured and will only be repaid upon the completion of a business combination. AAP Sponsor (PTC) Corp. (the “sponsor”)
or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan as additional funds
as may be required. Up to $1,000,000 of any such loans (including the $500,000 of advances as of June 30, 2016, described above)
may be convertible into shares of the post business combination entity at a price of $10.00 per share at the option of the lender.
Such shares would be identical to the private placement shares issued to the sponsor in connection with the IPO. If we consummate
an initial business combination, we would repay such loaned amounts. In the event that the 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, other than interest on such proceeds.
NOTICE
OF SPECIAL MEETING IN LIEU OF THE 2016 ANNUAL MEETING
OF
SHAREHOLDERS TO BE HELD NOVEMBER 1, 2016
TO
THE SHAREHOLDERS OF ATLANTIC ALLIANCE PARTNERSHIP CORP.:
NOTICE
IS HEREBY GIVEN that a special meeting in lieu of the 2016 annual meeting of shareholders (the “special meeting”)
of Atlantic Alliance Partnership Corp., a BVI business company (“we,” “us,” “our” or the “Company”),
will be held on Tuesday, November 1, 2016, at 10:30 a.m., local time, at the offices of Ellenoff Grossman & Schole LLP, 1345
Avenue of the Americas, 11th Floor, New York, New York 10105, for the purpose of considering and voting upon the following proposals:
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To
amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date before which the
Company must complete a business combination (the “Termination Date”) from November 4, 2016 (the “Current
Termination Date”) to November 3, 2017 (the “Extended Termination Date”), and provide that the date for
cessation of operations of the Company if the Company has not completed a business combination would similarly be extended
by amending the Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A (the “Extension
Amendment”);
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To
amend the Company’s investment management trust agreement, dated April 28, 2015 (the “trust agreement”),
by and between the Company and Continental Stock Transfer & Trust Company (the “trustee”) to extend the date
on which to commence liquidating the trust account (the “trust account”) established in connection with the Company’s
initial public offering (the “IPO”) in the event the Company has not consummated a business combination from the
Current Termination Date to the Extended Termination Date by amending the trust agreement in the form set forth in Annex B
(the “Trust Amendment”);
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To
direct the election of two directors to the Company’s board of directors (the “Board”), with each such director
to serve until the 2019 annual meeting of shareholders or until his successor is elected and qualified;
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To
direct the ratification of the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s
independent registered public accounting firm for the year ending December 31, 2016; and
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To
direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not
sufficient votes to approve any of the foregoing proposals.
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The Board has fixed the close of business on October 11,
2016 as the date for determining the shareholders entitled to receive notice of and vote at the special meeting and any adjournment
thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted
at the special meeting or any adjournment. On the record date, there was outstanding 10,387,813 of the Company’s shares,
including 7,687,500 public shares.
The
affirmative vote of 65% or more of the Company’s shares present (in person or by proxy) and voting at the special meeting
and voting on the Extension Amendment and the Trust Amendment will be required to approve the Extension Amendment and the Trust
Amendment. In relation to the other proposals, the Board will exercise its powers in relation to such matters in accordance with
the affirmative vote of a majority or plurality of votes present at the meeting. The affirmative vote of a majority of the Company’s
shares present (in person or by proxy) and voting at the special meeting will be required to direct the Board to ratify the selection
of Marcum LLP as our independent registered public accounting firm. The directors shall be appointed to the Board if so directed
by the affirmative vote of a plurality of the shares present in person or by proxy at the special meeting.
Public shareholders may elect to redeem their shares for
a pro rata portion of the funds available in the trust account in connection with the Extension Amendment and the Trust Amendment
(the “Election”), regardless of whether such public shareholders were holders as of the record date. However, the
Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares in connection
therewith would cause the Company to have net tangible assets of less than $5,000,001. If the Extension Amendment and the Trust
Amendment are approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will
retain their right to redeem their public shares for a pro rata portion of the funds available in the trust account upon consummation
of the Company’s initial business combination when it is submitted to the shareholders, subject to any limitations set forth
in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive agreement
relating to the Company’s initial business combination. In addition, public shareholders who vote for the Extension Amendment
and the Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed a business
combination by the Extended Termination Date.
If the Extension Amendment and the Trust Amendment are approved,
our sponsor has agreed to pay each shareholder that voted to approve the Extension Amendment and the Trust Amendment a cash payment
(the “Cash Payment”) of $0.02 per ordinary share (for a total of $10.54 per ordinary share payable to shareholders
that voted to approve the Extension Amendment and the Trust Amendment and elected to redeem their shares), irrespective of whether
such shareholder elected to have its shares redeemed. Any shareholder voting against, abstaining or not voting on either the Extension
Amendment or the Trust Amendment will not be entitled to the Cash Payment. The Cash Payment will not come from the Company’s
trust account but will be payable separate and apart from, and in addition to, any funds payable from the Company's trust account,
as described herein.
To exercise your redemption rights, you must tender your
shares to the Company’s transfer agent at least two business days prior to the special meeting, or by 5:00 p.m., local time,
on Friday, October 28, 2016. You may tender your shares by either delivering your share certificate to the transfer agent or
by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system.
If you hold your shares in “street name,” you will need to instruct your bank, broker or other nominee to withdraw
the shares from your account in order to exercise your redemption rights. See the section entitled “Reasons for the Extension
Amendment and the Trust Amendment — Redemption Procedure” for more information on how to demand redemption of your
shares.
Enclosed
is the proxy statement containing detailed information concerning the Extension Amendment, the Trust Amendment and the other proposals
to be considered at the special meeting. We are providing the proxy statement and the accompanying proxy card to our shareholders
in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of
the special meeting. The proxy statement is dated October [__], 2016 and is first being mailed to shareholders of the Company
on or about October [__], 2016.
Whether
or not you plan to attend the special meeting, we urge you to read the proxy statement carefully and to vote your shares. Your
vote is very important.
If you are a registered shareholder, please vote your shares as soon as possible by completing,
signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street
name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker
or other nominee to ensure that your shares are represented and voted at the special meeting. If you sign, date and return your
proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the
special meeting.
Dated:
October [__], 2016
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By
Order of the Board of Directors,
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/s/
Jonathan Goodwin
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Jonathan
Goodwin
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Chief
Executive Officer
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Your
vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented
at the special meeting. You may also cast your vote in person at the special meeting. If your shares are held in an account at
a broker, bank or other nominee, you must instruct your broker, bank or other nominee how to vote your shares, or you may cast
your vote in person at the special meeting by obtaining a proxy from your broker, bank or other nominee.
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Shareholders to be held on Tuesday, November 1, 2016:
This notice of meeting and the accompany
proxy statement are available at
http://www.aapcacq.com/investor.php.
ATLANTIC
ALLIANCE PARTNERSHIP CORP.
590 Madison Avenue
New York, New York 10022
SPECIAL
MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 1, 2016
PROXY
STATEMENT
QUESTIONS
AND ANSWERS ABOUT THE SPECIAL MEETING
These
questions and answers are only summaries of the matters they discuss. They do not contain all of the information that may be important
to you. You should read carefully this entire proxy statement, including the annexes and attachments thereto.
Q.
Why am I receiving this proxy statement?
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A.
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This proxy statement and the accompanying materials are being sent to you in connection with the solicitation of proxies by the Board, for use at the special meeting in lieu of the 2016 annual meeting of shareholders to be held on Tuesday, November 1, 2016 at 10:30 a.m., local time, at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11
th
Floor, New York, New York 10105, or at any adjournments or postponements thereof. This proxy statement summarizes the information that you need to make an informed decision on the proposals to be considered at the special meeting.
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Q.
What is being voted on?
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A.
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You are being asked to consider and vote on the following proposals:
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To
amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date before which the Company
must complete a business combination from November 4, 2016 to November 3, 2017;
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To
amend the trust agreement to extend the date on which to commence liquidating the trust account in the event the Company
has not consummated a business combination from November 4, 2016 to November 3, 2017;
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To
direct the election of two directors to the Board, with each such director to serve until the 2019 annual meeting of shareholders
or until his successor is elected and qualified;
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To direct the ratification of the selection by the Company’s audit committee of Marcum LLP to serve as the
Company’s independent registered public accounting firm for the year ending December 31, 2016; and
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To
direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are
not sufficient votes to approve any of the foregoing proposals.
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Q. Why is the Company proposing to amend its Amended and Restated Memorandum and Articles of Association and the trust agreement?
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A.
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The Company was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or entities.
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While we are currently in discussions with third parties with respect to several business combination opportunities, our Board currently believes that the Company will not be able to complete its initial business combination by the Current Termination Date. As a result, the Company has determined to seek shareholder approval to extend the time for completion of the business combination from the Current Termination Date to the Extended Termination Date.
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The
Company believes that, given the Company’s expenditure of time, effort and money on finding an initial business combination
and attempting to consummate the TLA (as defined below) transaction, circumstances warrant providing public shareholders an opportunity
to consider a business combination.
Holders of public shares may elect to redeem their shares
in connection with the Extension Amendment and the Trust Amendment regardless of whether such public shareholders were holders
as of the record date. The Company believes that such redemption right protects the Company’s public shareholders from having
to sustain their investments for an unreasonably long period if the Company failed to find a suitable acquisition in the timeframe
contemplated by the Amended and Restated Memorandum and Articles of Association. However, the Company will not proceed with the
Extension Amendment and the Trust Amendment if the redemption of public shares in connection therewith would cause the Company
to have net tangible assets of less than $5,000,001.
You
are not being asked to vote on a business combination at this time. If the Extension
is implemented and you do not elect to redeem your public shares, you will retain the
right to vote on any proposed business combination when it is submitted to shareholders
and the right to redeem your public shares for a pro rata portion of the trust account
in the event such business combination is approved and completed.
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Q.
Why should I vote for the Extension Amendment and the Trust Amendment?
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A.
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The approval of both the Extension Amendment and the Trust Amendment are essential to the implementation of the Board’s plan to extend the date by which the Company must consummate its initial business combination.
As
discussed below in the section entitled “Reasons for the Extension Amendment and the Trust Amendment,” since the completion
of its IPO, the Company has been dealing with many of the practical difficulties associated with the identification of a business
combination target, negotiating business terms with potential targets, conducting related due diligence and obtaining the necessary
audited financial statements. Commencing promptly upon completion of its IPO, the Company began to search for an appropriate business
combination target. During the process, it relied on numerous business relationships and contacted investment bankers, private
equity funds, consulting firms, operating companies and legal and accounting firms. As previously disclosed, on May 3, 2016, we
issued an announcement stating that the Board and TLA Worldwide plc, a public limited company registered in England and Wales
(“TLA”), reached agreement on the terms of a recommended offer by the Company for the entire issued and to be issued
ordinary share capital of TLA (the “Offer”). On September 13, 2016, the Board determined that it was no longer in
the best interests of the Company’s shareholders for the Company to proceed with the Offer considering TLA’s withdrawal
of its recommendation to TLA shareholders.
The Company believes that, given the Company’s expenditure of time, effort
and money on finding an initial business combination and attempting to consummate the TLA transaction, circumstances warrant providing
public shareholders an opportunity to consider a business combination.
If
the Extension Amendment and the Trust Amendment are approved, our sponsor has agreed to pay each shareholder that voted to approve
the Extension Amendment and the Trust Amendment a Cash Payment of $0.02 per ordinary share
(for
a total of $10.54 per ordinary share payable to shareholders that voted to approve the Extension Amendment and the Trust Amendment
and elected to redeem their shares), irrespective of whether such shareholder elected to have its shares redeemed. Any shareholder
voting against, abstaining or not voting on either the Extension Amendment or the Trust Amendment will not be entitled to the
Cash Payment. The Cash Payment will not come from the Company’s trust account but will be payable separate and apart from,
and in addition to, any funds payable from the Company's trust account, as described herein.
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Q.
How does the Board recommend I vote?
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A.
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After
careful consideration of all relevant factors, the Board recommends that you vote or give instruction to vote “FOR”
the Extension Amendment and “FOR” the Trust Amendment. In addition, the Board recommends that you vote or give
instruction to vote “FOR” directing the election of two directors to the Board and “FOR” directing
the ratification of Marcum LLP to serve as the Company’s independent registered public accounting firm for the year
ending December 31, 2016.
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Q. Who may vote at the special meeting?
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A.
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The Board has fixed the close of business on October 11, 2016 as the date for determining the shareholders entitled to vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted at the special meeting or any adjournment.
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Q. How many votes must be present to hold the special meeting?
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A.
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A quorum of 50% of the Company’s shares outstanding as of the record date, present in person or by proxy, will be required to conduct the special meeting.
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Q. How many votes do I have?
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A.
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You
are entitled to cast one vote at the special meeting for each share you held as of October 11, 2016, the record date for the
special meeting. As of the close of business on the record date, there was outstanding 10,387,813 shares, including 7,687,500
public shares.
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Q. What is the proxy card?
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A.
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The proxy card enables you to appoint the representatives named on the card to vote your shares at the special meeting in accordance with your instructions on the proxy card. That way, your shares will be voted whether or not you attend the special meeting. Even if you plan to attend the special meeting, it is strongly recommended that you complete and return your proxy card before the special meeting date, in case your plans change.
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Q. What is the difference between a shareholder of record and
a beneficial owner of shares held in “street name?”
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A.
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Shareholder of Record
. If your shares are registered directly in your name with the Company’s transfer agent, Continental Stock Transfer & Trust Company, you are considered the shareholder of record with respect to those shares, and the Company sent the proxy materials directly to you.
Beneficial
Owner of Shares Held in “Street Name.” If your shares are held in an
account at a brokerage firm, bank, broker-dealer, nominee or other similar organization,
then you are the beneficial owner of shares held in “street name,” and the
proxy materials were forwarded to you by that organization. The organization holding
your account is considered the shareholder of record for purposes of voting at the special
meeting. As a beneficial owner, you have the right to instruct that organization how
to vote the shares held in your account. Those instructions are contained in a “voting
instruction form” containing information substantially similar to the information
set forth on the proxy card.
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Q. How do the Company’s insiders intend to vote their
shares?
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A.
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AAP Sponsor (PTC) Corp. (the "sponsor") is expected to vote any shares (including any public shares owned by them) in favor of the Extension Amendment, the Trust Amendment and the other proposals set forth herein; however, unlike public shareholders that vote their shares in favor of the Extension Amendment and Trust Amendment, our sponsor will not receive the Cash Payment. On the record date, our sponsor beneficially owned and was entitled to vote 2,700,313 of the Company's shares, representing approximately 26.0% of the Company's outstanding shares.
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Q. What vote is required to adopt each of the proposals?
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A.
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The affirmative vote of 65% or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Extension Amendment and the Trust Amendment will be required to approve the Extension Amendment and the Trust Amendment. In relation to the other proposals, the Board will exercise its powers in relation to such matters in accordance with the affirmative vote of a majority or plurality of votes present at the meeting. The directors shall be appointed to the Board if so directed by the affirmative vote of a plurality of the shares present in person or by proxy at the special meeting. Approval of the proposal to direct the ratification of the selection of Marcum LLP as our independent registered public accounting firm will be ratified if directed by a majority of the shares present in person or by proxy at the special meeting and the chairman of the special meeting will exercise his power to adjourn the special meeting in the circumstances described in the relevant proposal if directed by the affirmative vote of the majority of the shares present in person or by proxy at the special meeting. Abstentions will be counted in connection with the determination of whether a valid quorum is established, but will have no effect on the approval of the proposals.
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Q.
When would the Board abandon the Extension Amendment and the Trust Amendment?
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A.
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The
Board will abandon and not implement either amendment unless shareholders approve both the Extension Amendment and the Trust
Amendment. In all events, notwithstanding shareholder approval of both amendments, the Board will retain the right to abandon
and not implement the Extension Amendment, the Trust Amendment or both at any time without any further action by shareholders.
Furthermore, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public
shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.
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Q.
What if I don’t want the Extension Amendment and the Trust Amendment to be approved?
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A.
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If
you do not want the Extension Amendment or the Trust Amendment to be approved, you must
vote against such proposals. You will still be entitled to make the Election if you vote
against, abstain or do not vote on such proposals; however, by voting against, abstaining
or not voting on, such proposals, you will not be entitled to receive the Cash Payment.
If you do not make the Election, you will retain your right to redeem your public shares
for a pro rata portion of the funds available in the trust account if a proposed business
combination is approved and completed, subject to any limitations set forth in the Amended
and Restated Memorandum and Articles of Association.
In
addition, public shareholders who do not make the Election would be entitled to redemption
if the Company has not completed a business combination by the Extended Termination Date.
If
the Extension Amendment and the Trust Amendment are approved (and not abandoned) and
you exercise your redemption right with respect to your public shares, you will no longer
own your public shares once the Extension Amendment and the Trust Amendment become effective.
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Q.
What happens if the Extension Amendment and the Trust Amendment aren’t approved?
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A.
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If
the Extension Amendment and the Trust Amendment are not approved, and a business combination is not consummated by the Current
Termination Date, 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 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 funds held in the trust
account and not previously released to us to pay our tax obligations (less up to $100,000 of interest to pay dissolution expenses),
divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’
rights as shareholders (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 shareholders
and our Board, commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our
obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. The
Company would expect to pay the costs of liquidation from its remaining assets outside of the trust fund or up to $100,000
available to the Company from interest income on the trust account balance. If either the Extension Amendment or the Trust
Amendment is not approved, no shareholders will be entitled to receive the Cash Payment.
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Q.
If the Extension Amendment and the Trust Amendment are approved, what happens next?
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A.
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The Company will continue its efforts to execute a definitive agreement for a business combination with one or more targets. If the Company executes such an agreement, we will seek to complete such business combination, which will involve:
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completing
proxy materials;
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establishing
a meeting date and record date for considering such proposed business combination, and distributing proxy materials to shareholders;
and
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holding
a special meeting to consider such proposed business combination.
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If
the Extension Amendment and the Trust Amendment are approved (and not abandoned), the removal of funds in connection with
any redemptions from the trust account may significantly reduce the amount remaining in the trust account, and increase the
percentage interest of the Company’s shares held by the Company’s sponsor.
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Q.
How do I exercise my redemption rights?
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A.
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To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least
two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016. A redemption demand
may be made by ensuring your bank or broker complies with the requirements identified elsewhere herein. You will only be entitled
to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension
Amendment and the Trust Amendment.
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In connection with tendering your shares for redemption, you must elect either to physically tender your share
certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer
& Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, by two business
days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016, or to deliver your shares to the
transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election
would likely be determined based on the manner in which you hold your shares.
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Certificates that have not been tendered in accordance with these procedures by two business days prior to
the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016, will not be redeemed for cash. In the event that
a public shareholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the
shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the
special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically).
You may make such request by contacting our transfer agent at the address listed above.
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Q.
Would I still be able to exercise my redemption rights if I vote against or abstain from voting on the Extension Amendment
or Trust Amendment?
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A.
|
Public shareholders may elect to redeem their shares for a pro rata portion of the funds available in the
trust account in connection with the Extension Amendment and the Trust Amendment regardless of whether such public shareholders
were holders as of the record date. However, you will be entitled to receive the Cash Payment only if you vote for the Extension
Amendment and the Trust Amendment. Furthermore, the Company will not proceed with the Extension Amendment and the Trust Amendment
if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.
To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days
prior to the vote, or by 5:00 p.m., local time, on Friday, October 28, 2016. You may tender your shares by either delivering
your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in “street name,” you will need to instruct
your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights.
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Q.
What is the deadline for voting my shares?
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A.
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If
you are a shareholder of record, you may mark, sign, date and return the enclosed proxy card, which must be received before
the special meeting, in order for your shares to be voted at the special meeting. If you are a beneficial owner, please read
the voting instruction form provided by your bank, broker or other nominee for information on the deadline for voting your
shares.
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Q.
Is my vote confidential?
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A.
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Proxies,
ballots and voting tabulations identifying shareholders are kept confidential and will not be disclosed except as may be necessary
to meet legal requirements.
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Q.
Where will I be able to find the voting results of the special meeting?
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A.
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We
will announce preliminary voting results at the special meeting. The final voting results will be tallied by the inspector
of election and published in the Company’s Current Report on Form 8-K, which the Company is required to file with the
SEC within four business days following the special meeting.
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Q.
Who bears the cost of soliciting proxies?
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A.
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The
Company will bear the cost of soliciting proxies in the accompanying form and will reimburse brokerage firms and others for
expenses involved in forwarding proxy materials to beneficial owners or soliciting their execution. In addition to solicitations
by mail, the Company, through its directors and officers, may solicit proxies in person, by telephone or by electronic means.
Such directors and officers will not receive any special remuneration for these efforts. We have retained Morrow Sodali (“Morrow”) to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in
respect of your shares, you may contact Morrow at (800) 662-5200 or AAPC.info@morrowco.com. The Company has agreed to pay
Morrow a fee of $20,000 and expenses, for its services in connection with the special meeting.
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Q:
How can I submit my proxy or voting instruction form?
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A.
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Whether
you are a shareholder of record or a beneficial owner, you may direct how your shares are voted without attending the special
meeting. If you are a shareholder of record, you may submit a proxy to direct how your shares are voted at the special meeting,
or at any adjournment or postponement thereof. Your proxy can be submitted by completing, signing and dating the proxy card
you received with this proxy statement and then mailing it in the enclosed prepaid envelope. If you are a beneficial owner,
you must submit voting instructions to your bank, broker or other nominee in order to authorize how your shares are voted
at the special meeting, or at any adjournment or postponement thereof. Please follow the instructions provided by your bank,
broker or other nominee.
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Submitting
a proxy or voting instruction form will not affect your right to vote in person should you decide to attend the special meeting.
However, if your shares are held in the “street name” of your broker, bank or another nominee, you must obtain
a proxy from the broker, bank or other nominee to vote in person at the meeting. That is the only way we can be sure that
the broker, bank or nominee has not already voted your shares.
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Q.
How do I change my vote?
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A.
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If
you have submitted a proxy card to vote your shares and wish to change your vote, you may do so by delivering a later-dated,
signed proxy card to the Company’s Chief Financial Officer prior to the date of the special meeting or by voting
in person at the meeting. Attendance at the meeting alone will not change your vote.
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If
your shares are held of record by a brokerage firm, bank or other nominee, you must instruct your broker, bank or other nominee
that you wish to change your vote by following the procedures on the voting instruction form provided to you by the broker,
bank or other nominee. If your shares are held in “street name,” and you wish to attend the special meeting and
vote at the special meeting, you must bring to the special meeting a legal proxy from the broker, bank or other nominee holding
your shares, confirming your beneficial ownership of the shares and giving you the right to vote your shares.
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Q.
Who can help answer my questions?
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A.
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If
you have questions, you may write or call:
Jonathan Mitchell
Chief
Financial Officer
Atlantic
Alliance Partnership Corp.
590
Madison Avenue
New
York, New York 10022
Tel:
(212) 409-2400
or:
Morrow
Sodali
470 West Avenue
Stamford
CT 06902
Tel:
(800) 662-5200 or banks and brokers can call collect at (203) 658-9400
Email:
AAPC.info@morrowco.com
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CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
proxy statement and the documents to which we refer in it contain “forward-looking statements” as that term is defined
by the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements that do not relate to
historical or current facts or matters are forward-looking statements. You can identify forward-looking statements in part by
the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,”
“intend,” “should,” “may” and other similar expressions, although not all forward-looking
statements contain these identifying words. Such statements include, but are not limited to, any statements relating to our ability
to consummate our initial business combination. These forward-looking statements are based on information available to the Company
as of the date of the proxy materials and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties.
There can be no assurance that actual results will not differ materially from current expectations, forecasts and assumptions.
Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent
to the date hereof or (if earlier) the date of their expression, and the Company undertakes no obligation to update forward-looking
statements to reflect events or circumstances after the date they were made.
Some
factors that could cause actual results to differ include from current expectations, forecasts and assumptions include:
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the
ability of the Company to effect the Extension Amendment and the Trust Amendment and consummate its initial business combination;
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unanticipated
delays in the distribution of the funds from the trust account; and
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claims
by third parties against the trust account.
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You
should carefully consider these risks, in addition to the risks factors set forth in our other filings with the SEC, including
the final prospectus related to our IPO dated April 28, 2015 (Registration No. 333-202235), our Annual Report on Form 10-K for
the fiscal year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. The documents
we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results to differ
from those contained or implied in our forward-looking statements. See “Where You Can Find More Information” for additional
information about our filings.
SUMMARY
This
section summarizes information related to the proposals to be voted on at the special meeting in lieu of the 2016 annual meeting
of shareholders. These matters are described in greater detail elsewhere in this proxy statement. You should carefully read this
entire proxy statement and the other documents to which it refers you. See “Where You Can Find More Information.”
The
Company
The
Company is a blank check company organized as a corporation under the laws of the British Virgin Islands (“BVI”) on
January 14, 2015. It was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation,
contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business
combination with one or more businesses or entities.
On
May 4, 2015, we consummated our IPO of 7,687,500 ordinary shares, no par value, which included a partial exercise by the underwriters
of their over-allotment option in the amount of 187,500 ordinary shares. The ordinary shares were sold at an offering price of
$10.00 per ordinary share, generating gross proceeds of $76,875,000 (before underwriting discounts and commissions and offering
expenses). Simultaneously with the consummation of the IPO, we completed a private placement of 778,438 ordinary shares, issued
to our sponsor, generating gross proceeds of $7,784,380. A total of $80,718,750 of the net proceeds from the IPO and the private
placement were placed in a trust account established for the benefit of our public shareholders. We incurred $5,907,302 in our
IPO related costs, including $2,690,625 of underwriting fees, $2,690,625 of deferred underwriting fees (which are held in the
trust account) and $526,052 of IPO costs. Except as discussed in the Extension Amendment and the Trust Amendment, such funds and
a portion of the interest earned thereon will be released upon consummation of the Company’s initial business combination
and used to pay amounts payable to the Company’s public shareholders that exercise their redemption rights. Other than the
IPO and the pursuit of a business combination, the Company has not engaged in any business to date.
As
previously disclosed, on May 3, 2016, we issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7
of the U.K. City Code on Takeovers and Mergers stating that the Board and TLA reached agreement on the terms of a recommended
offer by the Company for the entire issued and to be issued ordinary share capital of TLA. In connection with the Offer, the Rule
2.7 Announcement disclosed that the Company intended to acquire all outstanding shares of TLA in a cash and stock transaction
by means of a court-sanctioned scheme of arrangement between TLA and TLA shareholders under the UK Companies Act of 2006, as amended.
On
September 13, 2016, the Board determined that it was no longer in the best interests of the Company’s shareholders for the
Company to proceed with the Offer considering TLA’s withdrawal of its recommendation to TLA shareholders. As a result, the
Offer was withdrawn as also agreed with TLA.
The
mailing address of the Company’s principal executive office is 590 Madison Avenue, New York, New York 10022 and its phone
number is (212) 409-2400.
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders
and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination
is approved and completed
The
Extension Amendment and the Trust Amendment
The
Extension Amendment
The
Company is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the Termination Date from
the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company
if the Company has not completed a business combination would similarly be extended by amending the Amended and Restated Memorandum
and Articles of Association in the form set forth in Annex A.
The
Trust Amendment
The
Company is proposing to amend the trust agreement to extend the date on which to commence liquidating the trust account in the
event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date
by amending the trust agreement in the form set forth in Annex B.
A
shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds
to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the
funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they
would otherwise be entitled.
If
the Extension Amendment and the Trust Amendment are not Approved
If
the Extension Amendment and the Trust Amendment are not approved and a business combination is not consummated by the Current
Termination Date, 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 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 funds held in the trust account
and not previously released to us to pay our tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided
by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights
as shareholders (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 shareholders and our Board,
commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations under
BVI law to provide for claims of creditors and the requirements of other applicable law. The Company would expect to pay the costs
of liquidation from its remaining assets outside of the trust fund or up to $100,000 available to the Company from interest income
on the trust account balance.If either the Extension Amendment or the Trust Amendment is not approved, no shareholders will be entitled to receive the Cash Payment.
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders
and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination
is approved and completed
If
the Extension Amendment and the Trust Amendment are Approved
Under
the terms of the proposed Extension Amendment and Trust Amendment, public shareholders may make the Election.
If
the Extension Amendment is approved by sixty-five percent (65%) or more of the Company’s shares present (in person or by
proxy) and voting at the special meeting and voting on the Extension Amendment and not abandoned and the Trust Amendment is approved
by sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting
and voting on the Trust Amendment and not abandoned, the Company will file an amendment to the Amended and Restated Memorandum
and Articles of Association with the Registrar of Corporate Affairs in the BVI in the form of Annex A hereto and the Company will
enter into the Trust Amendment with the trustee substantially in the form of Annex B hereto. The Company will remain a reporting
company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and its shares will remain publicly
traded. The Company will then continue to work to consummate a business combination until the Extended Termination Date.
If
the Extension Amendment and the Trust Amendment are approved (and not abandoned), the removal of the funds in connection with
the redemption from the trust account may significantly reduce the amount remaining in the trust account and increase the percentage
interest of the Company’s shares held by the Company’s sponsor.
Additionally,
the Company’s Amended and Restated Memorandum and Articles of Association provides that the Company shall not consummate
any business combination if the redemption of public shares in connection therewith would cause the Company to have net tangible
assets of less than $5,000,001, which could be impacted by the reduction in the trust account.
If the Extension Amendment and the Trust Amendment
are approved, our sponsor has agreed to pay each shareholder that voted to approve the Extension Amendment and the Trust Amendment
a Cash Payment of $0.02 per ordinary share (for a total of $10.54 per ordinary share payable to shareholders that voted to approve
the Extension Amendment and the Trust Amendment and elected to redeem their shares), irrespective of whether such shareholder
elected to have its shares redeemed. Any shareholder voting against, abstaining or not voting on either the Extension Amendment
or the Trust Amendment will not be entitled to the Cash Payment. The Cash Payment will not come from the Company’s trust
account but will be payable separate and apart from, and in addition to, any funds payable from the Company's trust account, as
described herein.
Possible
Claims Against, and Impairment of, the Trust Account
In considering the Extension Amendment and the
Trust Amendment, the Company’s shareholders should be aware that if the Extension Amendment and the Trust Amendment are
approved (and not abandoned), the Company will incur substantial expenses in seeking to complete its initial business combination,
in addition to expenses incurred in proposing the Extension Amendment and the Trust Amendment. Certain of our directors have made
advances to the Company in an amount of $500,000 in the aggregate, as of
June
30, 2016. The advances are non-interest bearing, unsecured and will only be repaid upon the completion of a business combination.
Our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan as additional
funds as may be required. Up to $1,000,000 of any such loans (including the $500,000 of advances as of June 30, 2016, described
above) may be convertible into shares of the post business combination entity at a price of $10.00 per share at the option of
the lender. Such shares would be identical to the private placement shares issued to the sponsor in connection with the IPO (the
“private placement shares”). If we consummate an initial business combination, we would repay such loaned amounts.
In the event that the 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, other than
interest on such proceeds.
If
the Company is unable to complete a business combination within the required time period, Mr. Jonathan Goodwin, our Chief Executive
Officer, Mr. Mark Klein, one of our directors, Mr. Waheed Alli, our Chariman, and Mr. Jonathan Mitchell, our Chief Financial Officer
and a director, will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims
of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted
for or products sold to it, but only if such vendor or target business has not executed a waiver of claims against the trust account
and except as to any claims under our indemnity of the underwriters. In the event that an executed waiver is deemed to be unenforceable
against a third party, Messrs. Goodwin, Klein, Alli and Mitchell will not be responsible to the extent of any liability for such
third party claims. We cannot assure you, however, that, Messrs. Goodwin, Klein, Alli and Mitchell would be able to satisfy those
obligations. With the exception of Messrs. Goodwin, Klein, Alli and Mitchell as described above, none of our 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 $10.50 per share and Messrs. Goodwin, Klein, Alli and Mitchell assert
that they are unable to satisfy any applicable obligations or that they have no indemnification obligations related to a particular
claim, our independent directors would determine whether to take legal action against Messrs. Goodwin, Klein, Alli and Mitchell
to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action
on our behalf against Messrs. Goodwin, Klein, Alli and Mitchell to enforce their 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 a public shareholder’s pro rata portion of the
funds available in the trust account will not be less than $10.50 per share. You should read this proxy statement carefully for
more information concerning this possibility and other consequences of the adoption of the Extension Amendment and the Trust Amendment.
The
Special Meeting
Date,
Time and Place
. The special meeting of the Company’s shareholders will be held at 10:30 a.m., local time, at the offices
of Ellenoff Grossman and Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 on Tuesday, November 1,
2016.
Voting
Power; Record Date
. You will be entitled to vote or direct votes to be cast at the special meeting if you owned the Company’s
shares at the close of business on October 11, 2016, the record date for the special meeting. You will have one vote per proposal
for each share you owned at that time. At the close of business on October 11, 2016, there was outstanding 10,387,813 shares,
each of which entitles its holder to cast one vote per proposal.
Votes Required
. Approval of
the Extension Amendment will require the affirmative vote of holders of sixty-five percent (65%) of the Company’s shares
present (in person or by proxy) and voting at the special meeting and voting on the Extension Amendment and approval of the Trust
Amendment will require the affirmative vote of holders of sixty-five percent (65%) or more of the Company’s shares present
(in person or by proxy) and voting at the special meeting and voting on the Trust Amendment. The affirmative vote of a majority
of the Company’s shares present (in person or by proxy) and voting at the special meeting will be required to direct the
ratification of the selection of Marcum LLP as our independent registered public accounting firm and to direct the chairman of
the special meeting to adjourn the special meeting. The directors shall be appointed to the Board if so directed by the affirmative
vote of a plurality of the shares present in person or by proxy at the special meeting. Public shareholders who vote for the Extension
Amendment and the Trust Amendment, irrespective of whether they make the Election, will be entitled to receive the Cash Payment,
provided that the Extension Amendment and the Trust Amendment are approved.
If you do not want the Extension Amendment
or the Trust Amendment to be approved, you must vote against such proposals. You will still be entitled to make the Election if
you vote against, abstain or do not vote on such proposals; however, by voting against, abstaining or not voting on, such proposals,
you will not be entitled to receive the Cash Payment. If the Extension Amendment and the Trust Amendment are approved (and not
abandoned), you will be entitled to redeem your shares for a pro rata portion of the funds available in the trust account only
if you made the Election.
If
you do not make the Election, you will retain the opportunity to redeem your public shares upon consummation of the Company’s
initial business combination in connection with a shareholder vote to approve such transaction, subject to any limitations set
forth in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive
agreement relating to the Company’s initial business combination. You will also be able to redeem your public shares if
the Company has not consummated a business combination by the Extended Termination Date.
Whether
or not the Extension Amendment and the Trust Amendment are approved, if a business combination is not completed by the date specified
in the Company’s Amended and Restated Memorandum and Articles of Association (including any later date if the Extension
Amendment is approved and not abandoned), the public shares of such holders will be redeemed in accordance with the terms of the
Amended and Restated Memorandum and Articles of Association promptly following such date.
Redemption.
If you are a
public shareholder, you may demand redemption of your shares by ensuring your bank or broker complies with the requirements identified
herein. You will only be entitled to receive cash for these shares if you continue to hold them until the effective date of the
Extension Amendment and the Trust Amendment. See the section entitled “Reasons for the Extension Amendment and the Trust
Amendment — Redemption Procedure” for more information on how to demand redemption of your shares.
Proxies;
Board Solicitation
. Your proxy is being solicited by the Board to approve the proposals set forth herein to be presented to
shareholders at the special meeting. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke
your proxy and vote your shares in person at the special meeting.
We
have retained Morrow to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of
your shares, you may contact Morrow at (800) 662-5200 or AAPC.info@morrowco.com. The Company has agreed to pay Morrow a fee of
$20,000 and expenses, for its services in connection with the special meeting.
Material
U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights
The
following is a summary of the material U.S. federal income tax considerations for holders of the Company’s shares that elect
to have their shares redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”),
the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal
Revenue Services (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings
which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial
decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive
effect. 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 considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed
in this summary. This summary does not address any tax law other than U.S. federal income tax, such as U.S. estate or gift tax
laws or the tax laws of any state, local or non-U.S. jurisdiction. This summary does not purport to discuss all aspects of U.S.
federal income taxation that may be important to a particular shareholder in light of its investment or tax circumstances or to
shareholders subject to special tax rules, such as:
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certain
U.S. expatriates;
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traders
in securities that elect mark-to-market treatment;
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S
corporations;
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U.S.
shareholders (as defined below) whose functional currency is not the U.S. dollar;
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financial
institutions;
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mutual
funds;
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qualified
plans, such as 401(k) plans, individual retirement accounts, etc.;
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insurance
companies;
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broker-dealers;
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regulated
investment companies (or RICs);
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real
estate investment trusts (or REITs);
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persons
holding shares as part of a “straddle,” “hedge,” “conversion transaction,” “synthetic
security” or other integrated investment;
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persons
subject to the alternative minimum tax provisions of the Code;
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tax-exempt
organizations;
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persons
that actually or constructively own 5 percent or more of the Company’s shares; and
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Redeeming
Non-U.S. Holders (as defined below, and except as otherwise discussed below).
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If
any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares,
the tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership.
This summary does not address any tax consequences to any partnership that holds our securities (or to any direct or indirect
partner of such partnership). If you are a partner of a partnership holding the Company’s securities, you should consult
your tax advisor. This summary assumes that shareholders hold the Company’s securities as capital assets within the meaning
of Section 1221 of the Code, which generally means as property held for investment and not as a dealer or for sale to customers
in the ordinary course of the shareholder’s trade or business.
WE
URGE HOLDERS OF OUR SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL,
STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S.
Federal Income Tax Considerations to U.S. Shareholders
This
section is addressed to Redeeming U.S. Holders (as defined below) of the Company’s shares that elect to have their shares
redeemed for cash as described in the section entitled “Reasons for the Extension Amendment and the Trust Amendment —
Redemption Procedure.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that
so redeems its shares and is:
●
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a
citizen or resident of the United States;
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a
corporation (including an entity treated as a corporation for U.S. federal income tax purposes) created or organized in or
under the laws of the United States or any political subdivision thereof;
|
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an
estate whose income is subject to U.S. federal income taxation regardless of its source; or
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any
trust if (1) a U.S. court is able to exercise primary supervision over the administration of such trust and one or more U.S.
persons have the authority to control all substantial decisions of the trust or (2) it has a valid election in place to be
treated as a U.S. person.
|
Tax
Treatment of the Redemption — In General
The
balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “— Passive
Foreign Investment Company Rules.” If we are considered a “passive foreign investment company” for these purposes
(which we will be, unless a “start up” exception applies), then the tax consequences of the redemption will be as
outlined in that discussion, below.
A
Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the
redemption and such shareholder’s adjusted basis in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership
of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership
rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated. If
gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares
is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares,
the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that
long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different
blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax
advisors to determine how the above rules apply to them.
Cash
received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to
capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially
equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent
to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned
but also shares underlying rights to acquire our shares and, in some cases, shares owned by certain family members, certain estates
and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.
Generally,
the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming
U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of
the Company is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest
in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding
shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately
before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total
combined voting power of all classes of shares of the Company entitled to vote. Whether the redemption will be considered “not
essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances
of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s
actual or constructive percentage ownership of the Company. The IRS has ruled that any reduction in a shareholder’s proportionate
interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and
the shareholder does not have meaningful control over the corporation.
If
none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder
will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and
profits. However, for the purposes of the dividends-received deduction and “qualified dividend” treatment, due to
the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s
“holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s
basis in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition
of the shares.
As
these rules are complex, U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors
as to whether the redemption will be treated as a sale or as a distribution under the Code.
Certain
Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment
income” or “undistributed net investment income” (as applicable), which may include all or a portion of their
capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding
the effect, if any, of the net investment income tax.
Passive
Foreign Investment Company Rules
A
foreign (i.e., non-U.S.) corporation will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes
if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in
which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will
be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market
value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered
to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally
includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or
business) and gains from the disposition of passive assets.
Because
we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or
income test beginning with our initial taxable year ended December 31, 2015. However, pursuant to a start-up exception, a corporation
will not be a PFIC for the first taxable year the corporation has gross income (in our case, our taxable year ending December
31, 2015), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC
for either of the first two taxable years following the start-up year (in our case, our taxable years ending December 31, 2016
and December 31, 2017); and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up
exception to us will not be known until after the close of our current taxable year ending December 31, 2016. If we do not satisfy
the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a
PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to
any U.S. holder who held our securities at any time we were considered a PFIC).
If
we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming
U.S. Holder and such Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which
the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case
as described below, such holder generally will be subject to special rules with respect to:
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any
gain recognized by the Redeeming U.S. Holder on the sale or other disposition of its shares (which would include the redemption,
if such redemption is treated as a sale under the rules discussed under the heading “— Tax Treatment of the Redemption
— In General,” above); and
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any
“excess distribution” made to the Redeeming U.S. Holder (generally, any distributions to such Redeeming U.S. Holder
during a taxable year of the Redeeming U.S. Holder that are greater than 125% of the average annual distributions received
by such Redeeming U.S. Holder in respect of the shares during the three preceding taxable years of such Redeeming U.S. Holder
or, if shorter, such Redeeming U.S. Holder’s holding period for the shares), which may include the redemption to the
extent such redemption is treated as a distribution under the rules discussed under the heading “— Tax Treatment
of the Redemption — In General,” above.
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Under
these special rules,
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the
Redeeming U.S. Holder’s gain or excess distribution will be allocated ratably over the Redeeming U.S. Holder’s
holding period for the shares;
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the
amount allocated to the Redeeming U.S. Holder’s taxable year in which the Redeeming U.S. Holder recognized the gain
or received the excess distribution, or to the period in the Redeeming U.S. Holder’s holding period before the first
day of our first taxable year in which we are a PFIC, will be taxed as ordinary income;
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the
amount allocated to other taxable years (or portions thereof) of the Redeeming U.S. Holder and included in its holding period
will be taxed at the highest tax rate in effect for that year and applicable to the Redeeming U.S. Holder; and
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the
interest charge generally applicable to underpayments of tax will be imposed in respect of the tax attributable to each such
other taxable year of the Redeeming U.S. Holder.
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In
general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect
to our shares by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital
gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether
or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general,
a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax
return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the
payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an
interest charge.
The
QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A
Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive
Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement,
to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally
may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent
of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a
retroactive QEF election under their particular circumstances.
In
order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement
from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information
as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and
maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future
or of the required information to be provided.
If
a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not
apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder
holds (or is deemed to hold) such shares), any gain recognized on the sale of our shares generally will be taxable as capital
gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their
pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings
and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders.
The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and
decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property
if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares
in a QEF.
Although
a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally
apply for subsequent years to a Redeeming U.S. Holder who held shares while we were a PFIC, whether or not we meet the test for
PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable
year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual
information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such
shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for
any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On
the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S.
Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the
holder makes a "purging election." A purging election results in a deemed sale of such shares at their then fair market
value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain
as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new
tax basis in his or her shares equal to the fair market value of such shares on the date of the purging election, and the holding
period in such shares will begin on the day after the date of such purging election.
Alternatively,
if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the
Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S.
Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S.
Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject
to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary
income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis
in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the
adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of
the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis
in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other
taxable disposition of the shares will be treated as ordinary income.
The
mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered
with the Securities and Exchange Commission, including the Nasdaq Capital Market, or on a foreign exchange or market that the
IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming
U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election
in respect to our shares under their particular circumstances.
If
we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would
be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and
interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier
PFIC or the Redeeming U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor
to cause any lower-tier PFIC to provide to a Redeeming U.S. Holder the information that may be required to make or maintain a
QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status
of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can
be no assurance we will be able to cause the lower-tier PFIC to provide the required information. Redeeming U.S. Holders are urged
to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.
A
Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may
have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be
required by the U.S. Treasury Department.
The
application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling,
transferring or otherwise disposing of their shares should consult with their tax advisors concerning the application of the PFIC
rules in their particular circumstances.
U.S.
Federal Income Tax Considerations to Non-U.S. Shareholders
This
section is addressed to Redeeming Non-U.S. Holders (as defined below) of the Company’s shares that elect to have their shares
redeemed for cash as described in the section entitled “Reasons for the Extension Amendment and the Trust Amendment —
Redemption Procedure.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner
of our shares (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that so redeems
its shares and is not a Redeeming U.S. Holder.
Except
as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated
in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “U.S. Federal
Income Tax Considerations to U.S. Shareholders.”
Any
Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange
unless:
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such
shareholder is an individual who is present in the United States for 183 days or more during the taxable year in which the
redemption takes place and certain other conditions are met; or
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such
shareholder is engaged in a trade or business within the United States and any gain recognized in the exchange is treated
as effectively connected with such trade or business (and, if an income tax treaty applies, the gain is attributable to a
permanent establishment maintained by such holder in the United States), in which case the Redeeming Non-U.S. Holder will
generally be subject to the same treatment as a Redeeming U.S. Holder with respect to the exchange, and a corporate Redeeming
Non-U.S. Holder may be subject to an additional branch profits tax at a 30% rate (or lower rate as may be specified by an
applicable income tax treaty).
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With
respect to any redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S.
Holder will generally be subject to U.S. withholding tax at a rate of 30%, unless the Redeeming Non-U.S. Holder is entitled to
a reduced rate of withholding under an applicable income tax treaty. Dividends received by a Redeeming Non-U.S. Holder that are
effectively connected with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such
dividends are attributable to a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States), will
be taxed as discussed above under “U.S. Federal Income Tax Considerations to U.S. Shareholders.” In addition, dividends
received by a corporate Redeeming Non-U.S. Holder that are effectively connected with the holder’s conduct of a U.S. trade
or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by
an applicable income tax treaty.
Non-U.S.
holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption
of their shares will be treated as a sale or as a distribution under the Code.
Under
the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder,
a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution”
(as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless
such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically
defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial
foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner
of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number
of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant
foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance
with, these rules. Redeeming Non-U.S. Holders should consult their own tax advisors regarding this legislation and whether it
may be relevant to their disposition of their shares.
Backup
Withholding
In
general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming
U.S. Holder that:
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fails
to provide an accurate taxpayer identification number;
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is
notified by the IRS regarding a failure to report all interest or dividends required to be shown on his or her federal income
tax returns; or
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in certain
circumstances, fails to comply with applicable certification requirements.
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A
Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing
certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing
an exemption.
Any
amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s
U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information
is timely furnished to the IRS and other applicable requirements are met.
As
previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general
information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We
once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application
and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares
in connection with the Extension Amendment and the Trust Amendment.
Company’s
Recommendation to Shareholders
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment and the Trust Amendment are
fair to, and in the best interests of, the Company and its shareholders. The Board has approved and declared advisable the Extension
Amendment and the Trust Amendment, and recommends that you vote “
FOR
” the adoption of the Extension Amendment
and the Trust Amendment. See the section entitled “Reasons for the Extension Amendment and the Trust Amendment — The
Board’s Reasons for the Extension Amendment and the Trust Amendment, its Conclusion, and its Recommendation.”
Interests
of the Company’s Officers and Directors
When
you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and directors
have interests that may be different from, or in addition to, your interests as a shareholder. See the section entitled “Reasons
for the Extension Amendment and the Trust Amendment — Interests of the Company’s Officers and Directors.”
Stock
Ownership
Information
concerning the holders of certain Company shareholders is set forth below under “Beneficial Ownership of Securities.”
In
connection with the shareholder vote to approve the Extension Amendment and the Trust Amendment, our sponsor, directors, executive
officers or their affiliates may purchase shares in privately negotiated transactions prior to the special meeting. However, they
have no current commitments to engage 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. In addition, they may enter into transactions with such persons and others to provide
them with incentives to acquire shares of the Company’s ordinary shares or vote their shares in favor of the Extension Amendment
and the Trust Amendment. Such an agreement may include a contractual acknowledgement that such shareholder, 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, executive officers or their affiliates purchase shares in privately negotiated transactions
from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required
to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to
increase the likelihood of satisfaction of the requirements that the holders of a majority of the public shares present and entitled
to vote at the special meeting to approve the Extension Amendment and the Trust Amendment and to ensure that there are sufficient
funds remaining in the trust account to consummate any future potential initial business combination. While the exact nature of
any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, the
transfer to such investors or holders of shares owned by the sponsor for nominal value.
THE
SPECIAL MEETING
The
Company is furnishing this proxy statement to its shareholders as part of the solicitation of proxies by the Board for use at
the special meeting. This proxy statement provides you with the information you need to know to be able to vote or instruct your
vote to be cast at the special meeting.
Date,
Time and Place
. The special meeting will be held at 10:30 a.m., local time, at the offices of Ellenoff Grossman and Schole
LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, on Tuesday, November 1, 2016.
Purpose.
At
the special meeting, holders of the Company’s shares will be asked to approve the following proposals:
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To
amend the Company’s Amended and Restated Memorandum and Articles of Association to extend the date before which the
Company must complete a business combination from November 4, 2016 to November 3, 2017;
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To
amend the trust agreement to extend the date on which to commence liquidating the trust account in the event the Company has
not consummated a business combination from November 4, 2016 to November 3, 2017;
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To
direct the election of two directors to the Board, with each such director to serve until the 2019 annual meeting of shareholders
or until his successor is elected and qualified;
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To
direct the ratification of the selection by the Company’s audit committee of Marcum LLP to serve as the Company’s
independent registered public accounting firm for the year ending December 31, 2016; and
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To
direct the chairman of the special meeting to adjourn the special meeting to a later date or dates, if necessary, to permit
further solicitation and vote of proxies if, based upon the tabulated vote at the time of the special meeting, there are not
sufficient votes to approve any of the foregoing proposals.
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Each
proposal of the Extension Amendment and the Trust Amendment are essential to the overall implementation of the Board’s plan
to extend the date by which the Company must consummate its initial business combination, and, therefore, the Board will abandon
the Extension Amendment and the Trust Amendment unless both are approved by shareholders. Notwithstanding shareholder approval
of all proposals, the Board will retain the right to abandon and not effect the Extension Amendment and the Trust Amendment at
any time prior to its effectiveness without any further action by shareholders.
A
shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds
to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the
funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they
would otherwise be entitled.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment and the Trust Amendment are
fair to, and in the best interests of, the Company and its shareholders. The Board has approved and declared advisable the Extension
Amendment and the Trust Amendment, and recommends that you vote “
FOR
” the adoption of the Extension Amendment
and “
FOR
” the adoption of the Trust Amendment. The Board also recommends that you vote “
FOR
”
directing the election of each nominee for director and “
FOR
” directing the ratification of Marcum LLP as the
Company’s independent registered public accounting firm
Because
of the business combination provisions of the Company’s Amended and Restated Memorandum and Articles of Association, if
the Company’s initial business combination is not completed by the Current Termination Date, the Company will redeem the
public shares for a pro rata portion of the funds available in the trust account, unless shareholders approve the Extension Amendment
and the Trust Amendment.
The
special meeting has been called only to consider approval of the proposals set forth herein. Under BVI law and the Company’s
Amended and Restated Memorandum and Articles of Association, no other business may be transacted at the special meeting.
You
are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem
your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders
and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination
is approved and completed
Record Date; Who is Entitled to Vote
.
The record date for the special meeting is October 11, 2016. Record holders of the Company’s shares at the close of business
on the record date are entitled to vote or have their votes cast at the special meeting. At the close of business on the record
date, there was outstanding 10,387,813 shares (including 7,687,500 public shares), each of which entitles its holder to cast one
vote per proposal.
Vote
Required
. Approval of the Extension Amendment will require the affirmative vote of holders of sixty-five percent (65%) or
more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Extension
Amendment. Approval of the Trust Amendment will require the affirmative vote of holders of sixty-five percent (65%) or more of
the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Trust Amendment.
In relation to the other proposals, the Board will exercise its powers in relation to such matters in accordance with the affirmative
vote of a majority or plurality of votes present at the meeting. The affirmative vote of a majority of the Company’s shares
present (in person or by proxy) and voting at the special meeting will be required to direct the ratification of the selection
of Marcum LLP as our independent registered public accounting firm and to direct the chairman of the special meeting to adjourn
the special meeting. The directors shall be appointed to the Board if so directed by the affirmative vote of a plurality of the
shares present in person or by proxy at the special meeting.
The Company believes that given the Company’s
expenditure of time, effort and money on finding an initial business combination and attempting to consummate the TLA transaction,
circumstances warrant providing public shareholders an opportunity to consider an initial business combination. However, the Company’s
IPO prospectus stated that if the effect of any proposed amendments to the Company’s Amended and Restated Memorandum and
Articles of Association, if adopted, would be to delay the date on which a shareholder could otherwise redeem shares for a pro
rata portion of the funds available in the trust account, the Company will provide that, if such amendments are approved by holders
of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting
and voting on such amendments, dissenting public shareholders will have the right to redeem their public shares. Accordingly,
holders of public shares may elect to redeem their shares in connection with the Extension Amendment and the Trust Amendment regardless
of whether such public shareholders were holders as of the record date. The Company believes that such redemption right protects
the Company’s public shareholders from having to sustain their investments for an unreasonably long period if the Company
failed to find a suitable acquisition in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares
in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.
If the Extension Amendment and the Trust Amendment
are approved, our sponsor has agreed to pay each shareholder that voted to approve the Extension Amendment and the Trust Amendment
a Cash Payment of $0.02 per ordinary share (for a total of $10.54 per ordinary share payable to shareholders that voted to approve
the Extension Amendment and the Trust Amendment and elected to redeem their shares), irrespective of whether such shareholder
elected to have its shares redeemed. Any shareholder voting against, abstaining or not voting on either the Extension Amendment
or the Trust Amendment will not be entitled to the Cash Payment. The Cash Payment will not come from the Company’s trust
account but will be payable separate and apart from, and in addition to, any funds payable from the Company's trust account, as
described herein.
All public shareholders may make the
Election even if they vote against the Extension Amendment and the Trust Amendment; however, by voting against, abstaining or
not voting on, such proposals, you will not be entitled to receive the Cash Payment. If the Extension Amendment and the Trust
Amendment are approved by the requisite vote of shareholders and not abandoned, the remaining holders of public shares will retain
their right to redeem their shares for a pro rata portion of the funds available in the trust account upon consummation of the
Company’s initial business combination, subject to any limitations set forth in the Amended and Restated Memorandum and
Articles of Association and any limitations to be contained in the definitive agreement relating to the Company’s initial
business combination. In addition, public shareholders who vote for the Extension Amendment or the Trust Amendment and do not
make the Election would be entitled to redemption if the Company has not completed its initial business combination by the Extended
Termination Date.
A
shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds
to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the
funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they
would otherwise be entitled.
Abstentions
will have no effect on the proposals in this proxy statement.
The
Board believes the current shareholders are not prejudiced by the proposed Extension Amendment and Trust Amendment since all holders
of public shares are concurrently being offered the opportunity to redeem their shares for a pro rata portion of the funds available
in the trust account.
The Company’s sponsor is expected
to vote any shares (including any public shares owned by them) in favor of the Extension Amendment, the Trust Amendment and the
other proposals set forth herein; however, unlike public shareholders that vote their shares in favor of the Extension Amendment
and Trust Amendment, our sponsor will not receive the Cash Payment. On the record date, the sponsor beneficially owned and was
entitled to vote 2,700,313 shares, representing approximately 26.0% of the Company’s issued and outstanding shares.
Voting
Your Shares
. Each share that you own in your name entitles you to one vote per proposal. Your proxy card shows the number
of shares you own.
If
you are a shareholder with shares registered in your name, you may vote in person at the special meeting or by proxy card by completing,
signing, dating and mailing the enclosed proxy card in the envelope provided.
If
your shares are held in the “street name” of your broker, bank or another nominee, you must obtain a proxy from the
broker, bank or other nominee to vote in person at the meeting. That is the only way we can be sure that the broker, bank or nominee
has not already voted your shares.
Revoking
Your Proxy and Changing Your Vote
. If you have submitted a proxy to vote your shares and wish to change your vote, you may
do so by delivering a later-dated, signed proxy card to the Company’s Chief Financial Officer prior to the date of the special
meeting or by voting in person at the meeting. Attendance at the meeting alone will not change your vote. You also may revoke
your proxy delivering to the Company’s Chief Financial Officer at c/o Atlantic Alliance Partnership Corp., 590 Madison
Avenue, New York, New York 10022, a written notice of revocation prior to the special meeting. If your shares are held in “street
name,” consult your broker for instructions on how to revoke your proxy or change your vote.
Broker
Non-Votes
. If your broker holds your shares in its name and you do not give the broker voting instructions, your broker will
not be permitted to vote your shares on the Extension Amendment, the Trust Amendment or the direction for election of two directors.
This is known as a “broker non-vote.” Broker non-votes will have no effect on the Extension Amendment, the Trust Amendment
or the direction for election of the directors, but will have an effect on the ratification of Marcum LLP as our independent registered
public accounting firm to the extent that the broker votes for or against such proposal.
Questions
About Voting
. We have retained Morrow to assist us in the solicitation of proxies. If you have any questions about how to
vote or direct a vote in respect of your shares, you may contact Morrow at (800) 662-5200 or AAPC.info@morrowco.com. You may also
want to consult your financial and other advisors about the vote.
Solicitation
Costs.
The Company is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may
be made in person. The Company and its respective directors, officers, employees and consultants may also solicit proxies in person
or by mail. The Company has agreed to pay Morrow a fee of $20,000 and expenses for its services in connection with the special
meeting.
The
Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals
and to obtain their authority to execute proxies and voting instructions. The Company will reimburse them for their reasonable
expenses.
Stock
Ownership.
Information concerning the holdings of certain of the Company’s shareholders is set forth below under
“Beneficial Ownership of Securities.”
THE
EXTENSION AMENDMENT
The
Company is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the Termination Date from
the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company
if the Company has not completed a business combination would similarly be extended by amending the Amended and Restated Memorandum
and Articles of Association in the form set forth in Annex A.
Each
proposal of the Extension Amendment is essential to the overall implementation of the Board’s plan to extend the date by
which the Company must consummate its initial business combination. The implementation of such proposals is conditioned on the
approval of the Trust Amendment proposal, and, therefore, the Board will abandon the Extension Amendment and the Trust Amendment
unless each of the above proposals and the Trust Amendment are approved by shareholders. Notwithstanding shareholder approval
of all proposals, the Board will retain the right to abandon and not effect the Extension Amendment and the Trust Amendment at
any time prior to its effectiveness without any further action by shareholders.
A
copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association of the Company is annexed to
this proxy statement as Annex A.
Required
Vote
The
affirmative vote by holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy)
and voting at the special meeting and voting on the Extension Amendment, is required to approve the Extension Amendment.
THE
TRUST AMENDMENT
The
Company is proposing to extend the date on which to commence liquidating the trust account in the event the Company has not consummated
a business combination from the Current Termination Date to the Extended Termination Date by amending the trust agreement in the
form set forth in Annex B.
The
Trust Amendment is essential to the overall implementation of the Board’s plan to extend the date by which the Company must
consummate its initial business combination. The implementation of such proposal is conditioned on the approval of the Extension
Amendment proposal, and, therefore, the Board will abandon the Extension Amendment and the Trust Amendment unless each is approved
by shareholders. Notwithstanding shareholder approval of all proposals, the Board will retain the right to abandon and not effect
the Extension Amendment and the Trust Amendment at any time prior to its effectiveness without any further action by shareholders.
A
shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds
to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the
funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they
would otherwise be entitled.
A
copy of the proposed amendment to the trust agreement is set forth in Annex B.
Required
Vote
The
affirmative vote by holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy)
and voting at the special meeting and voting on the Trust Amendment, is required to approve the Trust Amendment.
REASONS
FOR THE EXTENSION AMENDMENT AND THE TRUST AMENDMENT
The Company’s Amended and Restated
Memorandum and Articles of Association currently provides that if a business combination is not consummated by the Current Termination
Date, 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 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 funds held in the trust account and not
previously released to us to pay our tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by
the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as
shareholders (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 shareholders and our Board,
commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations under
BVI law to provide for claims of creditors and the requirements of other applicable law. The Company would expect to pay the costs
of liquidation from its remaining assets outside of the trust fund or up to $100,000 available to the Company from interest income
on the trust account balance. If either the Extension Amendment or the Trust Amendment is not approved, no shareholders will be
entitled to receive the Cash Payment.
The
trust agreement provides that, unless a business combination is consummated by the Current Termination Date, the trustee would
be required to commence liquidation on the Current Termination Date. Moreover, the trust agreement provides that funds may be
withdrawn from the trust account only upon consummation of an initial business combination, in connection with the failure of
the Company to consummate a business combination by the Current Termination Date or other limited purposes. The Trust Amendment
is necessary to extend the period for the Company to consummate a business combination from the Current Termination Date to the
Extended Termination Date and to permit the withdrawal and distribution of the funds to public shareholders who properly demand
redemption in connection with the Extension Amendment and the Trust Amendment.
Our
sponsor has waived its redemption rights with respect to its shares if we fail to consummate a business combination by the Current
Termination Date. The Company would expect to pay the costs of liquidation from its remaining assets outside of the trust fund
or up to $100,000 available to the Company from interest income on the trust account balance. In considering the Extension Amendment
and the Trust Amendment, the Board came to the conclusion that the potential benefits of an initial business combination to the
Company and its shareholders outweighed the possibility of any liability as a result of the Extension Amendment and the Trust
Amendment.
Since
the completion of its IPO, the Company has been dealing with many of the practical difficulties associated with the identification
of a business combination target, negotiating business terms with potential targets, conducting related due diligence and obtaining
the necessary audited financial statements. Commencing promptly upon completion of its IPO, the Company began to search for an
appropriate business combination target. During the process, it relied on numerous business relationships and contacted investment
bankers, private equity funds, consulting firms, operating companies and legal and accounting firms.
As
previously disclosed, on May 3, 2016, we issued the Rule 2.7 Announcement stating that the Board and TLA reached agreement on
the terms of a recommended offer by the Company for the entire issued and to be issued ordinary share capital of TLA. In connection
with the Offer, the Rule 2.7 Announcement disclosed that the Company intended to acquire all outstanding shares of TLA in a cash
and stock transaction by means of a court-sanctioned scheme of arrangement between TLA and TLA shareholders under the UK Companies
Act of 2006, as amended.
On
September 13, 2016, the Board determined that it was no longer in the best interests of the Company’s shareholders for the
Company to proceed with the Offer considering TLA’s withdrawal of its recommendation to TLA shareholders. As a result, the
Offer was withdrawn as also agreed with TLA.
As
the Company believes an initial business combination would be in the best interests of the Company’s shareholders, and because the
Company will not be able to conclude any such business combination by the Current Termination Date, the Company has determined
to seek shareholder approval to extend the time for closing a business combination beyond the Current Termination Date to the
Extended Termination Date.
The Company believes that given the Company’s
expenditure of time, effort and money on finding an initial business combination and attempting to consummate the TLA transaction,
circumstances warrant providing public shareholders an opportunity to consider an initial business combination. However, the Company’s
IPO prospectus stated that if the effect of any proposed amendments to the Company’s Amended and Restated Memorandum and
Articles of Association, if adopted, would be to delay the date on which a shareholder could otherwise redeem shares for a pro
rata portion of the funds available in the trust account, the Company will provide that, if such amendments are approved by holders
of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting
and voting on such amendments, dissenting public shareholders will have the right to redeem their public shares. Accordingly,
holders of public shares may elect to redeem their shares in connection with the Extension Amendment and the Trust Agreement regardless
of whether such public shareholders were holders as of the record date. The Company believes that such redemption right protects
the Company’s public shareholders from having to sustain their investments for an unreasonably long period if the Company
failed to find a suitable acquisition in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
All public shareholders may make the Election.
If the Extension Amendment and the Trust Amendment are approved by the requisite vote of shareholders and not abandoned, the remaining
holders of public shares will retain their right to redeem their shares for a pro rata portion of the funds available in the trust
account upon consummation of an initial business combination, subject to any limitations set forth in the Amended and Restated
Memorandum and Articles of Association and any limitations to be contained in the definitive agreement relating to the Company’s
initial business combination. In addition, public shareholders who vote for the Extension Amendment or the Trust Amendment and
do not make the Election would be entitled to redemption if the Company has not completed its initial business combination by the
Extended Termination Date. Public shareholders who vote for the Extension Amendment and the Trust Amendment, irrespective of whether
they make the Election, will be entitled to receive the Cash Payment, provided that the Extension Amendment and the Trust Amendment
are approved. However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public
shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.
As
noted in “Possible Claims Against, and Impairment of, the Trust Account” below, the Extension Amendment and the Trust
Amendment will result in the Company incurring additional transaction expenses. The Board believes that, if the Extension Amendment
and the Trust Amendment are approved (and not abandoned) and no material liabilities are sought to be satisfied from the trust
account, any resulting redemptions would have no adverse effect on the public shareholders because they would receive approximately
the same amounts they would have received if the Company had redeemed all public shares in connection with the failure to consummate
a business combination by the Current Termination Date, and, if the Company is not able to consummate a business combination prior
to the Extended Termination Date, its public shareholders at that time would receive approximately the same redemption proceeds
as if they had redeemed all public shares in connection with the failure to consummate a business combination by the Current Termination
Date.
However,
if material liabilities are sought to be satisfied from the trust account, the trust account could possibly be reduced or
subject to reduction beyond the reduction resulting from public shareholder redemptions, which could result in the reduction
of a public shareholder’s current pro rata portion of the trust account available for distribution. Moreover, attendant
litigation could result in a delay in the availability of trust account funds for use by the Company upon completion of the
Company’s initial business combination. As of the date of this proxy statement, the Company is not aware of any such
liabilities or litigation.
A
shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds
to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the
funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they
would otherwise be entitled.
Citigroup Global Markets Inc. the sole book-running manager of the IPO, has agreed to cover
up to $225,000 of the Company’s legal and other expenses relating to the identification and consummation of the Company’s
initial business combination.
Possible
Claims Against, and Impairment of, the Trust Account
In considering the Extension Amendment and the
Trust Amendment, the Company’s shareholders should be aware that if the Extension Amendment and the Trust Amendment are
approved (and not abandoned), the Company will incur substantial expenses in seeking to complete its initial business combination,
in addition to expenses incurred in proposing the Extension Amendment and the Trust Amendment. Certain of our directors have made
advances to the Company in an amount of $500,000 in the aggregate, as of June 30, 2016. The advances are non-interest bearing,
unsecured and will only be repaid upon the completion of a business combination. Our sponsor or an affiliate of our sponsor or
certain of our officers and directors may, but are not obligated to, loan as additional funds as may be required. If we consummate
an initial business combination, we would repay such loaned amounts. In the event that the 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, other than interest on such proceeds. Up to $1,000,000 of any such loans
(including the $500,000 of advances as of June 30, 2016, described above) may be convertible into shares of the post business
combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the private placement
shares issued to the sponsor in connection with the IPO. The terms of such loans, if any, have not been determined and no written
agreements exist with respect to such loans.
If
the Company is unable to complete a business combination within the required time period, Messrs. Goodwin, Klein, Alli and Mitchell
will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims of target
businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or
products sold to it, but only if such vendor or target business has not executed a waiver of claims against the trust account
and except as to any claims under our indemnity of the underwriters. In the event that an executed waiver is deemed to be unenforceable
against a third party, Messrs. Goodwin, Klein, Alli and Mitchell will not be responsible to the extent of any liability for such
third party claims. We cannot assure you, however, that, Messrs. Goodwin, Klein, Alli and Mitchell would be able to satisfy those
obligations. With the exception of Messrs. Goodwin, Klein, Alli and Mitchell as described above, none of our 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 $10.50 per share and Messrs. Goodwin, Klein, Alli and Mitchell assert
that they are unable to satisfy any applicable obligations or that they have no indemnification obligations related to a particular
claim, our independent directors would determine whether to take legal action against Messrs. Goodwin, Klein, Alli and Mitchell
to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action
on our behalf against Messrs. Goodwin, Klein, Alli and Mitchell to enforce their 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 a public shareholder’s pro rata portion of the
funds available in the trust account will not be less than $10.50 per share. You should read the proxy statement carefully for
more information concerning this possibility and other consequences of the adoption of the Extension Amendment and the Trust Amendment.
In
view of the foregoing, the Board believes it in the best interests of the Company’s shareholders to approve the Extension
Amendment and the Trust Amendment.
Automatic
Redemption
If the Extension Amendment and the Trust
Amendment are not approved and a business combination is not consummated by the Current Termination Date, 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 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 funds held in the trust account and not previously released to us to pay
our tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public
shares, which redemption will completely extinguish public shareholders’ rights as shareholders (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 shareholders and our Board, commence a voluntary liquidation and thereby
a formal dissolution of the Company, subject in each case to our obligations under BVI law to provide for claims of creditors
and the requirements of other applicable law. The Company would expect to pay the costs of liquidation from its remaining assets
outside of the trust fund or up to $100,000 available to the Company from interest income on the trust account balance. If either
the Extension Amendment or the Trust Amendment is not approved, no shareholders will be entitled to receive the Cash Payment.
Redemption
Rights
If the Extension Amendment and the Trust
Amendment are approved (and not abandoned), the Company will afford the public shareholders making the Election the opportunity
to receive, at the time the Extension Amendment and the Trust Amendment become effective, and in exchange for the surrender of
their shares, a pro rata portion of the funds available in the trust account. You will also be able to redeem your public shares
in connection with the expected shareholder vote to approve an initial business combination, or if the Company has not consummated
a business combination by the Extended Termination Date. However, only public shareholders who vote for the Extension Amendment
and the Trust Amendment, irrespective of whether they make the Election, will be entitled to receive the Cash Payment, provided
that the Extension Amendment and the Trust Amendment are approved.
If
you do not make the Election, you will retain the opportunity to redeem your public shares upon consummation of an initial business
combination in connection with a shareholder vote to approve such transaction, subject to any limitations set forth in the Amended
and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive agreement relating to
the Company’s initial business combination. In addition, public shareholders who vote for the Extension Amendment and the
Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed a business combination
by the Extended Termination Date.
Redemption
Procedure
To exercise your redemption rights, you
must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting, or by 5:00
p.m., local time, on Friday, October 28, 2016. A redemption demand may be made by ensuring your bank or broker complies with
the requirements identified elsewhere herein. You will only be entitled to receive cash in connection with a redemption of these
shares if you continue to hold them until the effective date of the Extension Amendment and the Trust Amendment.
In connection with tendering your shares
for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company,
the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004,
Attn: Mark Zimkind mzimkind@continentalstock.com, by two business days prior to the special meeting, or by 5:00 p.m., local time,
on Friday, October 28, 2016, or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s
DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold
your shares. The requirement for physical or electronic delivery prior to the special meeting ensures that a redeeming holder’s
Election is irrevocable once the Extension Amendment and the Trust Amendment are approved. In furtherance of such irrevocable election,
shareholders making the Election will not be able to tender their shares at the special meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder
or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of
its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical
share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need
to act together to facilitate this request. 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 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s
understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.
The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain
a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders
that do not elect to exercise their redemption rights. Shareholders who request physical share certificates and wish to redeem
may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable
to redeem their shares.
Certificates that have not been tendered
in accordance with these procedures by two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016, will not be redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to
the special meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your
shares for redemption to our transfer agent and decide prior to the special meeting not to redeem your shares, you may request
that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer
agent at address listed above. In the event that a public shareholder tenders shares and the Extension Amendment and the Trust
Amendment are not approved or are abandoned, these shares will not be redeemed for cash and the physical certificates representing
these shares will be returned to the shareholder promptly following the determination that the Extension Amendment and the Trust
Amendment will not be approved or will be abandoned. The Company anticipates that a public shareholder who tenders shares for redemption
in connection with the vote to approve the Extension Amendment and the Trust Amendment would receive payment of the redemption
price for such shares soon after the completion of the Extension Amendment and execution of the Trust Amendment. The Company will
hold the certificates of public shareholders that make the Election until such shares are redeemed for cash or returned to such
shareholders.
If properly demanded, the Company will redeem
each public share for a pro rata portion of the funds available in the trust account, calculated as of the record date. As of
August 31, 2016, this would amount to approximately $10.52 per share (including $0.02 of accrued interest). If you exercise your
redemption rights, you will be exchanging your shares for cash and will no longer own the shares. You will be entitled to receive
cash for these shares only if you properly demand redemption, and tender your share certificate(s) to the Company’s transfer
agent by two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016. If the Extension
Amendment and the Trust Amendment are not approved or if they are abandoned, these shares will not be redeemed for cash. If the
Extension Amendment and the Trust Amendment are approved, shareholders that voted in favor of the Extension Amendment and the
Trust Amendment will be entitled to receive the Cash Payment. However, if the Company is unable to complete its initial business
combination by the Current Termination Date (unless such date is extended), the shares of the public shareholders will be redeemed
in accordance with the terms of the Amended and Restated Memorandum and Articles of Association promptly following such date.
Interests
of the Company’s Officers and Directors
When
you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and directors
have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among
other things:
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if
the Extension Amendment and the Trust Amendment are not approved and a business combination is not consummated by the Current
Termination Date, the Company will redeem all public shares and promptly thereafter dissolve and liquidate. Our sponsor has
agreed to waive its redemption rights with respect to the founder shares if a business combination is not consummated by the
Current Termination Date. In such event, the founder shares and private placement shares purchased by our sponsor for an aggregate
of approximately $7.8 million will in all probability be worthless because they will not be entitled to participate in the
redemption;
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if the Extension Amendment and the Trust Amendment are not approved and a business combination is not consummated
by the Current Termination Date, it is likely that the Company will not be able to repay the advances that certain directors made
to the Company in an amount equal to $500,000 as of June 30, 2016, which is payable on the date on which the Company consummates
a business combination;
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if
the Company is unable to complete a business combination within the required time period, Messrs. Goodwin, Klein, Alli and
Mitchell will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims
of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted
for or products sold to it, but only if such a vendor or target business has not executed a waiver of claims against the trust
account and except as to any claims under our indemnity of the underwriters; and
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all
rights specified in the Company’s Amended and Restated Memorandum and Articles of Association relating to the right
of officers and directors to be indemnified by the Company, and of the Company’s officers and directors to be exculpated
from monetary liability with respect to prior acts or omissions, will continue after the Company’s initial business
combination. If a business combination is not approved and the Company liquidates, the Company will not be able to perform
its obligations to its officers and directors under those provisions.
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The
Board’s Reasons for the Extension Amendment and the Trust Amendment, its Conclusion, and its Recommendation
As
discussed below, after careful consideration of all relevant factors, the Board has determined that the Extension Amendment and
the Trust Amendment are fair to, and in the best interests of, the Company and its shareholders. The Board has approved and declared
advisable adoption of the Extension Amendment and the Trust Amendment, and recommends that you vote “FOR” such adoption.
In
determining to recommend the Extension Amendment and the Trust Amendment, the Board concluded that an initial business combination
is in the best interests of the Company’s shareholders, since it believes the Company’s shareholders may benefit from
such transaction.
The Company believes that given the Company’s
expenditure of time, effort and money on finding an initial business combination and attempting to consummate the TLA transaction,
circumstances warrant providing public shareholders an opportunity to consider such business combination. However, the Company’s
IPO prospectus stated that if the effect of any proposed amendments to the Company’s Amended and Restated Memorandum and
Articles of Association, if adopted, would be to delay the date on which a shareholder could otherwise redeem shares for a pro
rata portion of the funds available in the trust account, the Company will provide that, if such amendments are approved by holders
of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting
and voting on such amendments, dissenting public shareholders will have the right to redeem their public shares. Accordingly,
holders of public shares may elect to redeem their shares in connection with the Extension Amendment and the Trust Amendment regardless
of whether such public shareholders were holders as of the record date. The Company believes that such redemption right protects
the Company’s public shareholders from having to sustain their investments for an unreasonably long period if the Company
failed to find a suitable acquisition in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.
However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares
in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.
Having
taken into account the matters discussed above, the Board believes that, if the Extension Amendment and the Trust Amendment are
approved (and not abandoned) and no material liabilities are sought to be satisfied from the trust account, any resulting redemptions
would have no adverse effect on the public shareholders because they would receive approximately the same amounts they would have
received if the Company had redeemed all public shares in connection with the failure to consummate a business combination by
the Current Termination Date, and, if the Company is not able to consummate a business combination prior to the Extended Termination
Date, its public shareholders at that time would receive approximately the same redemption proceeds as if they had redeemed all
public shares in connection with the failure to consummate a business combination by the Current Termination Date.
The
Board has unanimously approved the Extension Amendment and the Trust Amendment.
In
addition, the Board was mindful of and took into account the conflicts, as described in “—Interests of the Company’s
Officers and Directors”, between their respective personal pecuniary interests in successfully completing a business combination
and the interests of public shareholders. The Board determined that their respective personal pecuniary interests, in the form
of the contingent and hypothetical value of Company shares if a business combination is ultimately completed, was substantially
less than additional time, effort and potential liability they might incur if they failed to discharge their fiduciary duties
to the Company’s shareholders to the best of their ability, as well as substantially less than the potential benefits to
public shareholders wishing to have an opportunity to consider an initial business combination, which they, as Company shareholders
as well, share. In making that determination, Messrs. Goodwin, Klein, Alli and Mitchell took into consideration the fact that
as a result of the Company proposing the Extension Amendment and the Trust Amendment, they may incur indemnification obligations
to the Company under their existing commitment substantially in excess of those currently accrued. At the same time, they recognized
that completing an initial business combination would be expected to result in a company more capable than the Company alone to
pay existing obligations of the Company and expenses incurred after approval of the Extension Amendment and the Trust Amendment,
all of which obligations they might be called upon to pay under their existing commitment.
After
careful consideration of all relevant factors, the Board determined that the Extension Amendment and the Trust Amendment are fair
to, and in the best interests of, the Company and its shareholders, and has declared them advisable.
Recommendation
of the Board
The
Board recommends that you vote “FOR” the Extension Amendment and the Trust Amendment.
DIRECTOR
ELECTION PROPOSAL
The
Board is currently divided into three classes, with only one class of directors being elected in each year and each class serving
a three-year term. At the special meeting, shareholders are being asked to direct the election of two directors to the Board to
serve as the first class of directors.
The
Board has nominated John Service and Daniel Winston, each a current director, for re-appointment as the first class of directors,
to hold office until the annual meeting of shareholders in 2019, or until his successor is elected and qualified. The Board will
procure the re-appointment of Messrs. Service and Winston if the shareholders direct the same in the manner set out pursuant to
the Director Election Proposal.
Unless
you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted to direct the election of each
of Messrs. Service and Winston unless he is unavailable, in which case such shares will be voted for a substitute nominee designated
by the Board. We have no reason to believe that either nominee will be unavailable or, if elected, will decline to serve.
For
a biography of Messrs. Service and Winston, please see the section entitled “Management.”
Required
Vote
Following
the vote, the Board shall procure the re-appointment of the nominees receiving the highest number of affirmative votes. Unless
marked to the contrary, proxies received will be voted “FOR” these nominees.
Recommendation
of the Board
The
Board recommends that you vote “FOR” the direction for election of the nominees named above and shall procure their
appointment or re-appointment in the event that the required vote is obtained.
RATIFICATION
OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We
are asking our shareholders to direct the ratification of the Audit Committee’s selection of Marcum LLP as our independent
registered public accounting firm for the fiscal year ending December 31, 2016. The Audit Committee is directly responsible for
appointing the Company’s independent registered public accounting firm. The Audit Committee is not bound by the outcome
of this vote. However, if the shareholders do not direct, in the manner set forth herein, the ratification of the selection of
Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016, our Audit Committee
intends to reconsider the selection of Marcum LLP as our independent registered public accounting firm.
Marcum
LLP has audited our financial statements for the fiscal year ended December 31, 2015. A representative of Marcum LLP is expected
to be present at the special meeting. The representative will have an opportunity to make a statement if he or she desires to
do so and will be available to answer appropriate questions from shareholders.
The
following is a summary of fees paid to our independent registered public accounting firm for services rendered during the period
from January 14, 2015 (inception) through December 31, 2015:
Audit
Fees
Audit
fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services
that are normally provided by Marcum LLP in connection with regulatory filings. The aggregate fees billed by Marcum LLP for professional
services rendered for the audit of our annual financial statements, review of the financial information included in our Forms
10-Q for the respective periods, the registration statement for our IPO, the closing Form 8-K and other required filings with
the SEC for the period from January 14, 2015 (inception) through December 31, 2015 totaled $73,619. The above amounts include
interim procedures and audit fees, as well as attendance at audit committee meetings.
Audit-Related
Fees
Audit-related
services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or
review of our financial statements and are not reported under “Audit Fees.” These services include attestation services
that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did
not pay Marcum LLP for consultations concerning financial accounting and reporting standards during the period from January 14,
2015 (inception) through December 31, 2015.
Tax
Fees
We
did not pay Marcum LLP for tax planning and tax advice for the period from January 14, 2015 (inception) through December 31, 2015.
All
Other Fees
We
did not pay Marcum LLP for other services for the period from January 14, 2015 (inception) through December 31, 2015.
Pre-Approval
Policy
Our
audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing
services, although any services rendered prior to the formation of our audit committee were approved by our Board. Since the formation
of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted
non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions
for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the
audit).
Required
Vote
The
direction to ratify the appointment of Marcum LLP requires the vote of a majority of the shares present in person or by proxy
and entitled to vote on the matter at the special meeting.
Recommendation
The
Board recommends that you vote “FOR” the ratification of the selection by the audit committee of Marcum LLP as our
independent registered public accounting firm and such ratification will be procured by the board if the required vote is obtained.
THE
ADJOURNMENT PROPOSAL
The
adjournment proposal, if adopted, will request the chairman of the special meeting (who has agreed to act accordingly) to adjourn
the special meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be
presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the special
meeting to approve the other proposals in this proxy statement. If the adjournment proposal is not approved by our shareholders,
the chairman of the meeting shall not adjourn the special meeting to a later date in the event, based on the tabulated votes,
there are not sufficient votes at the time of the special meeting to approve any of the other proposals.
Required
Vote
If
a majority of the shares present in person or by proxy and entitled to vote on the matter at the special meeting vote for the
adjournment proposal, the chairman of the special meeting will agree to exercise his or her power to adjourn the meeting as set
out above.
Recommendation
The
Board recommends that you vote “FOR” the adjournment proposal.
MANAGEMENT
Directors
and Executive Officers
Our
current directors and officers are listed below.
Name
|
|
Age
|
|
Position
|
Jonathan
Goodwin
|
|
43
|
|
President,
Chief Executive Officer and Director
|
Waheed
Alli
|
|
51
|
|
Chairman
of the Board of Directors
|
Jonathan
Mitchell
|
|
35
|
|
Chief
Financial Officer and Director
|
Mark
Klein
|
|
54
|
|
Director
|
Iain
H. Abrahams
|
|
56
|
|
Director
|
John
Service
|
|
51
|
|
Director
|
Daniel
Winston
|
|
54
|
|
Director
|
Jonathan
Goodwin
, our Chief Executive Officer, President and a director since inception, is founder and CEO of Lepe Partners LLP, an
independent merchant bank focused on the media, internet and consumer sectors. Lepe Partners LLP started in December, 2011 as
a successor to LongAcre Partners, a middle market boutique investment bank that he co-founded in 2000 and sold to Jefferies Group
Inc. (“Jefferies”) in 2007. As CEO and Co-founder of LongAcre Partners, Mr. Goodwin built the company into a mid-market
media and corporate finance house, prior to selling it to Jefferies. While at Jefferies, from 2007 to February 2011, Mr. Goodwin
was head of global TMT (Technology, Media and Telecommunications) investment banking. During his career, Mr. Goodwin has advised
on over 100 transactions in the media and internet sectors. Mr. Goodwin has focused on the media, internet and consumer sectors
since his time at private equity investment firm, Apax Partners, which he joined in 1998. After leaving Apax Partners in 1998,
he joined the Management Buy-In team of Talk Radio, a radio station that became the foundation for the Wireless Group PLC, the
UK radio broadcasting and syndication company that went on to acquire a series of other UK radio stations before being acquired
itself by UTV PLC in 2005 for £98 million. In 2006, Mr. Goodwin co-created, and remains involved in, the Founders Forum,
a global network of digital and technology entrepreneurs which hosts one of Europe’s leading tech entrepreneur gathering
and invite-only events in London for the last 9 years. In 2009, Mr. Goodwin also co-founded PROfounders Capital, an early-stage
fund backed by entrepreneurs for digital entrepreneurs, which focuses on capital efficient, early-stage companies operating in
the digital media and technology space, which to date has invested in 26 businesses. Mr. Goodwin is also President of the British
Fashion Council’s Investment Pillar and sits on the advisory board for the Tech City Future Fifty. He has served as director
of Boat International Group Limited, a private publishing and media company, since December 2013, as director of Boat Bidco Limited,
a private publishing and media company, since December 2013, as director of Hotspring Ventures Limited, a private online
health and beauty marketplace, since November 2014, as director of ChemD Holding Limited, a privately-held holding company for
an online pharmacy, since November 2014, as non-executive director of The Towcester Racecourse Company Limited, a family-owned
racecourse operator, since September 2012. He has an undergraduate degree in geography from the University of Nottingham
.
We
believe that Mr. Goodwin is well qualified to serve as a director due to his wide-ranging experience in media, technology and
finance, and his broad network of contacts.
Lord
Waheed Alli
, our Chairman and an independent director since March 2015, also serves as Chairman of the Board of the Indian
fashion company KOOVS plc, an online retailer, as well as Chairman of the Board of Silvergate Media, a company specializing in
children’s television, positions which he has held since August 2012 and September 2011, respectively. As a former managing
director at Carlton TV, from March 1999 to November 2000, Lord Alli was responsible for the production of all its programs. He
was also Managing Director of Planet 24, a UK-based independent production company, from October 1991 to December 2000. Since
1992 he has also been a director of “Castaway”, which has the rights to the reality TV program “Survivor”.
Until November 2012, he was the founding Chairman of the Board of ASOS, plc, a global online fashion retailer, and since January
2006 has been a Director of Olga TV, a production company which he runs with television entertainer Paul O’Grady. Lord Alli
was appointed a working Labour peer in July 1998. Lord Alli is also Chancellor of De Montford University, a trustee of The Elton
John Aids Foundation and President of the National Youth Theatre. We believe Lord Alli is well qualified to serve as our Chairman
due to his wide-ranging experience in media, technology and finance, and his broad network of contacts.
Jonathan
Mitchell
, our Chief Financial Officer and a director since inception, also currently serves as a Managing Director at B. Riley
Capital Management, LLC (until February 2015 known as MK Capital Advisors, LLC), an SEC registered Investment Advisor which also
provides advisory services to high net worth individuals and small institutions, and serves as the advisor to the MKCA Opportunity
Fund, a fund-of-funds, a position he has held since July 2013. In his role at B. Riley Capital Management, LLC, he helps oversee
investment portfolios, while simultaneously providing an array of integrated family office services, and is a registered representative
with its broker-dealer affiliate, B. Riley & Co., LLC. Prior to joining B. Riley Capital Management, LLC, from May 2009 to
June 2013 he served as the founder and Chief Executive Officer of Pacific Capital Partners, a global investment company
and private investment vehicle started on behalf of a dozen international family offices, which made investments in
companies where it could add strategic value and capital to accelerate growth. Previous to founding Pacific Capital
Partners, from 2005 to 2009, Mr. Mitchell was an Equities Manager at Cullen Investments, a single-family office, which made
special situation investments (including SPACs), based in London and Auckland, New Zealand. Mr. Mitchell began his career at JP
Morgan from 2004 to 2005 and currently serves on the Advisory Board for Lepe Partners LLP, and independent merchant bank, and
GSV Capital, an investment fund focused on early stage technology companies. He holds a BA degree from the Bristol Business School
of the University of the West of England. We believe Mr. Mitchell is well-qualified to serve as a director due to his extensive
experience in finance, advisory services and investment banking.
Mark
Klein
, one of our independent directors since inception, from January 2010 to the present has served as a Managing Member
of M. Klein & Company, LLC, an investment and holding company, which among other investments, owns the Klein Group, LLC, a
registered broker dealer and FINRA member, where he is a Registered Representative and Principal. He is also an employee
of B. Riley Capital Management, LLC (until February 2015 known as MK Capital Advisers, LLC) an SEC registered Investment Advisor
which he co-founded and sold in February 2015 to B. Riley Financial, Inc. B. Riley Capital Management, LLC in addition to providing
advisory services to high net worth individuals and small institutions, serves as the advisor to the MKCA Opportunity Fund, a
fund-of-funds. In May 2011, Mr. Klein cofounded and joined the Board of Directors of GSV Capital, a business development
company focused on equity investments in private growth companies. Mr. Klein has held significant management positions throughout
his career, including serving as the Chief Executive Officer and Co-Chairman of the Board of National Holdings Corporation from
March 2013 to December 2014. Mr. Klein was a Board Member of Crumbs Bake Shop, Inc., formerly 57
th
Street
General Acquisition Corp., where he served as the Chief Executive Officer and a Director from April 2010 until May 2011, and thereafter
solely as Director until April 2014. He served as a Director of Great American Group from May 2009 to August 2014, formerly
Alternative Asset Management Acquisition Corporation, where he also served as Chief Executive Officer and Director from March
2007 to July 2009. From September 2006 to March 2007 Mr. Klein served as Chairman of Ladenburg Thalmann & Co. Inc., which
is engaged in retail and institutional securities brokerage, investment banking and asset management services. From April 2005
to September 2006 he was Chief Executive Officer and President of Ladenburg Thalmann Financial Services, Inc., the parent of Ladenburg
Thalmann & Co. Inc., and Chief Executive Officer of Ladenburg Thalmann Asset Management Inc., a subsidiary of Ladenburg Thalmann
Financial Services, Inc. Mr. Klein served as the Chief Executive Officer and President of NBGI Asset Management, Inc. and
NBGI Securities, which were U.S. subsidiaries of the National Bank of Greece from March 2000 to March 2005. Prior to joining NBGI,
Mr. Klein was President and Founder of Newbrook Capital Management, Founder and Managing Member of Independence Holdings Partners,
LLC, a private equity fund-of-funds company, and Founder and General Partner of Intrinsic Edge Partners, a long/short equity fund.
Prior to joining Newbrook, he was a Senior Portfolio Manager for PaineWebber and Smith Barney Shearson. Mr. Klein is a graduate
of J.L. Kellogg Graduate School of Management at Northwestern University, with a Masters of Management Degree and Bachelors of
Business Administration Degree with high distinction from Emory University. We believe Mr. Klein is well-qualified to serve as
a director due to his extensive experience in finance, advisory services, operations, management, investment banking and his wide
ranging contacts in those fields.
Iain
H. Abrahams
, one of our directors since April 2015, is also a director at Fox Investments Limited, a family office investment
company, and its various subsidiaries, where he has worked full time since October 2012. He became a director of Vacuum Furnace
Engineering Limited in December 2014. Prior to this, beginning in 1995, Mr. Abrahams joined BZW (later Barclays Capital), where
in December 2008 he joined the Executive Committee and was responsible for its Treasury, Liquidity, Principal Investments and
Credit Markets sections. In 2011, he became Executive Vice Chairman of Barclays Bank, and chaired the Group Treasury and Real
Estate Committees. He was a partner at Ernst & Young from 1988 to 1992 and was associated with Slaughter & May from 1992
to 1995. He is Treasurer and a Trustee of the Elton John Aids Foundation, a UK registered charity. He has a degree in law from
the University of Glasgow and is a member of the Institute of Chartered Accountants of Scotland. We believe Mr. Abrahams is well-qualified
to serve on our Board due to his experience in banking and finance as well as his legal experience.
John
Service
, one of our directors since April 2015, currently serves as a Portfolio Manager at Slome Capital LLC, a single-family
office, where he has been since March 2013. In his role at Slome Capital LLC, he helps oversee a portfolio allocating to a variety
of alternative investment strategies. Prior to joining Slome Capital LLC, from August 2011 to December 2012, he served as a Portfolio
Manager at Portland House Advisors Inc., the investment arm of a large single-family office where he focused on managing the hedge
fund portfolio. Before joining Portland House Advisors Inc., from April 2009 to July 2011, he was Head of Research at Harbor Hill
Management, an investment consulting group, and from January 2007 until March 2009, Mr. Service was the Portfolio Manager and
Investment Committee Member at ThreeAM Inc,. a fund of hedge funds. Prior to joining ThreeAM Inc., from 2004 to December 2006,
Mr. Service was a Director and Head of Hedge Fund Structured Products at Wachovia Securities, where he launched the new business
and oversaw the team which managed the business. Mr. Service began his career in alternative investments in 1996 at RBC Capital
Markets and prior to leaving in 2004 was a Director of the Alternative Assets Group. He received a degree in Economics from Gettysburg
College and is a Chartered Alternative Investment Analyst Association charter holder. We believe Mr. Service is well qualified
to serve on our Board due to his experience with alternative investment and hedge fund strategies and his background in finance.
Daniel
Winston
, one of our directors since April 2015, has, since March 2014, also served as the Chief Sales, Marketing, and Community
Officer and a member of the executive committee of Newsela, Inc., a startup company offering an online English Language Arts product
to K-12 schools. Prior to this, in 1994, he founded CCT Group, Inc., a private consulting firm where he worked actively until
December 2013. CCT’s clients included Fortune 500 companies in a variety of industries, non-profit corporations as well
as the City of New York and the State of Colorado. CCT is currently in the process of winding down its active consulting operations
but still has ongoing maintenance contracts. Prior to this, from 1984 to 1994, Mr. Winston worked in a variety of positions at
Citibank, N.A., mostly in national operations, attaining the title of Vice President. Mr. Winston has a degree in Operations Research
and Industrial Engineering from Cornell University. We believe Mr. Winston is well qualified to serve on our Board due to his
experience in business planning and operations, consulting, sales, marketing, and business development.
Number
and Terms of Office of Officers and Directors
Our
Board is divided into three classes with only one class of directors being elected in each year and each class serving a three-year
term. The term of office of the first class of directors, currently consisting of Messrs. Service and Winston, will expire at
the special meeting. The term of office of the second class of directors, consisting of Messrs. Klein and Abrahams, will expire
at the second annual meeting. The term of office of the third class of directors, consisting of Messrs. Alli, Goodwin and Mitchell,
will expire at the third annual meeting.
Our
officers are elected by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board
is authorized to appoint persons to the offices set forth in our Amended and Restated Memorandum and Articles of Association
as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provides that our officers may consist
of a Chief Executive Officer, President, Chief Financial Officer, one or more vice-presidents, secretaries and treasurers and
such other offices as may be determined by the Board.
Shareholder
Communications
Shareholders
who wish to communicate directly with our Board, or any individual director, should direct questions in writing to the Company’s
Chief Financial Officer, Atlantic Alliance Partnership Corp., 590 Madison Avenue, New York, New York 10022. The mailing envelope
must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.”
All such letters must identify the author and clearly state whether the intended recipients are all members of the Board or just
certain specified individual directors. The Company’s Chief Financial Officer will make copies of all such letters and circulate
them to the appropriate director or directors.
Director
Independence
Nasdaq
listing standards require that a majority of our Board be independent as long as we are not a controlled company. An “independent
director” is defined under the Nasdaq rules 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 Board, would interfere with the director’s
exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that Messrs. Alli,
Abrahams, Klein, Service and Winston are “independent directors” as defined in the Nasdaq listing standards and applicable
SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.
Leadership
Structure and Risk Oversight
The
Board believes that prior to the consummation of the Company’s initial business combination, the most effective leadership
structure is for Mr. Goodwin to continue to serve as our principal executive officer and Mr. Alli to continue to serve as chairman.
The Board has chosen to separate the principal executive officer and chairman positions because it believes that (i) independent
oversight of management is an important component of an effective board of directors and (ii) this structure benefits the interests
of all shareholders. If the Board convenes for a meeting, the non-management directors will meet in executive session if circumstances
warrant. Given the composition of the Board with a strong slate of independent directors, the Board does not believe that it is
necessary to formally designate a lead independent director at this time, although it may consider appointing a lead independent
director if circumstances change.
The
Board’s oversight of risk is administered directly through the Board, as a whole, or through its audit committee. Various
reports and presentations regarding risk management are presented to the Board including the procedures that the Company has adopted
to identify and manage risk. The audit committee addresses risks that fall within the committee’s area of responsibility.
For example, the audit committee is responsible for overseeing the quality and objectivity of the Company’s financial statements
and the independent audit thereof. The audit committee reserves time at each of its meetings to meet with the Company’s
independent registered public accounting firm outside of the presence of the Company’s management.
Board
of Directors and Committees
During
the period from January 14, 2015 (inception) through December 31, 2015, our Board met or acted by written consent twelve times,
our audit committee held four meetings and our compensation committee acted by written consent one time. Each of our directors
attended 100% of the board meetings and their respective committee meetings. The Company does not have a policy regarding director
attendance at annual meetings, but encourages the directors to attend if possible.
Audit
Committee
We
have established an audit committee of the Board. Messrs. Abrahams, Klein and Service currently serve as members of our audit
committee. Mr. Klein serves as chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we
are required to have three members of the audit committee, all of whom must be independent. Messrs. Abrahams, Klein and Service
are independent.
Each
member of the audit committee is financially literate and our Board has determined that Mr. Service qualifies as an “audit
committee financial expert” as defined in applicable SEC rules.
We
have adopted an audit committee charter, which details the responsibilities of the audit committee, including:
●
|
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;
|
●
|
pre-approving all audit and permitted 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;
|
●
|
reviewing and discussing with the independent auditors
all relationships the auditors have with us in order to evaluate their continued independence;
|
●
|
setting clear hiring policies for employees or former
employees of the independent auditors;
|
●
|
setting clear policies for audit partner rotation in
compliance with applicable laws and regulations;
|
●
|
obtaining 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;
|
●
|
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
|
●
|
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.
|
Compensation
Committee
The
members of our compensation committee are Messrs. Winston and Service. Mr. Service serves as chairman of the compensation committee.
We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:
●
|
reviewing and approving on an annual basis the corporate
goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s
performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive
Officer’s based on such evaluation;
|
●
|
reviewing and approving the compensation of all of our
other executive officers;
|
●
|
reviewing our executive compensation policies and plans;
|
●
|
implementing and administering our incentive compensation
equity-based remuneration plans;
|
●
|
assisting management in complying with our proxy statement
and annual report disclosure requirements;
|
●
|
approving all special perquisites, special cash payments
and other special compensation and benefit arrangements for our executive officers and employees;
|
●
|
producing a report on executive compensation to be included
in our annual proxy statement; and
|
●
|
reviewing, evaluating and recommending changes, if appropriate,
to the remuneration for directors.
|
The
charter also provides 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.
Notwithstanding
the foregoing, no compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, executive
officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the consummation
of an initial business combination, except that we may pay Lepe Partners LLP, an entity affiliated with our President and Chief
Executive Officer, and/or M. Klein & Co. LLC, an entity affiliated with one of our directors, a fee for financial advisory
services rendered in connection with our identification, negotiation and consummation of our initial business combination, which
will not be made from the proceeds held in the trust account prior to the completion of our initial business combination. The
amount of any fee we pay to Lepe Partners LLP and/or M. Klein & Co. LLC will be based upon the prevailing market for similar
services 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.
Other
Board Committees
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)(2) of the Nasdaq rules, a majority of the independent
directors may recommend a director nominee for selection by the Board. The Board 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 we expect to participate in the consideration and recommendation of director nominees are Messrs.
Alli, Abrahams, Klein, Service and Winston. 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.
The
Board will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking
proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders).
Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in Regulation
9.1 of our Memorandum and Articles of Association.
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 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 shareholders.
Code
of Conduct and Ethics
We
have adopted a Code of Ethics applicable to our directors, officers and employees. Copies of our Code of Ethics and our audit
committee and compensation committee charters are available, without charge, upon request from us.
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly
traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company
with the SEC. Officers, directors, and greater-than-ten-percent shareholders are required by the SEC’s regulations to furnish
the Company with copies of all Section 16(a) forms that they file.
Based
solely upon a review of Forms 3 and Forms 4 furnished since the effective date of our IPO, we believe that all such forms required
to be filed pursuant to Section 16(a) of the Exchange Act were timely filed, as necessary, by the officers, directors, and security
holders required to file the same.