EFTA01366365

Investment of net proceeds Receipt of interest on escrowed funds Limitation on fair value or net assets of target business Trading of securities issued Approximately $135.000.000 of the net offering proceeds and the sale of the private placement warrants held in mist will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act which invest only in direct U.S. government treasury obligations. Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxas paid or payable and (ii) in the event of our liquidation for failure to complete our initial business combination within the allotted time, up to $50,000 of net interest that may be released to us should we have no or insufficient working capital to fund the cost; and expenses of our dissolution and liquidation. The NASDAQ rules require that our initial business combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the balance in the trust account (less any deferral undenvriting commissions and taxes payable on interest earned) at the time of our signing a definitive agreement in connection with our initial business combination. The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 52v° day following the date of this prospectus unless informs us of its decision to allow earlier separate trading. subject to our having filed the Current Report on Form 8- K described below and having issued a press release announcing when such separate trading will begin. 95 Procoals could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by. the United States. Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our completion of a business combination. The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds. No trading of the units or the underlying common stock and warrants would be permitted until the completion of a business combination. During this period, the securities would be held in the escrow or Mist account. Terms of Our Offering We will file the Current Report on Form 8- K promptly after the closing of this offering. which is anticipated to take place three business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option. Terms Under a Ride 419 Offering httplAvviw.sec.gov/Arehivestedgaildatatid43953A/00121390015005425/112015a2_globalpernier.Mmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057891 SONY GM_00204075 EFTA01366365