• the ability of our officers, directors and director nominees to generate a number of potential investment opportunities; • our public securities' potential liquidity and trading; • the lack of a market for our securities: • the use of proceeds not held in the trust account or available to us from interest income on the trust account balance: or • our financial performance following this offering. The forward-looking statements contained in this prospectus arc basted on our current expectations and beliefs concerning future developments and their potential effects onus. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which arc beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading "Risk Factors" beginning on page 28. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws. 56 USE OF PROCEEDS We are offering 13,500.000 units at an offering price of $10.00 per unit. We estimate that the net proceeds of this offering together with the funds we will receive from the sale of the private placement warrants will be used as set forth in the following table. Gross proceeds pout er- % llotment Uplion Over-Allotment Option Exercised Gross proceeds from units offered to public (1) $ 135.000.000 $ 155.250.000 Gross proceeds from private placement warrants offered in the private placement 5,800.000 6.407.500 Total gross prof-axis $ 140.800.000 S 161.657.500 Offering expenses (2) Underwriting commissions (3.0% of gross proceeds from units offered to public. excluding deferrer/ portion) (3) $ 4.050,000 $ 4.657.500 Legal fees and expenses 225,000 $ 225.000 Accounting fees and expenses 37,500 37,500 Printing Fees and Expenses 40,000 40,000 SEC Filing Fee 18.041 18.041 FINRA Filing Fee 23,788 23,788 Travel and road show 20.000 20.000 Directors and officers insurance 100,000 100,000 NASDAQ listing and filing fees 75,000 75,000 Miscellaneous expenses 210,671 210.671 Total offering expenses (other than underwriting commissions) $ 750.000 $ 750,000 Proceeds after offering expenses S 136,000.000 S 156250.000 Held in trust account (3) $ 135.000.000 S 155,250.000 % of public offering size 100% /00% Not held in trust account $ 1.000.000 $ 1.000.000 The following table shows the use of the approximately $1.000,000 of net proceeds not held in the trust account (4). Legal. accounting. due diligence, travel, and other expenses in connection Amount % of Total huplAnnv.see.gov/Archivestedgar/datail643953010121390015005425412015a2ilobalpanner.htmr/27/2015 8:51:37 AM] CONFIDENTIAL - PURSUANT TO FED. R. CRIM. P. 6(e) CONFIDENTIAL DB-SDNY-0057863 SONY GM_00204047 EFTA01366337