Note 4 – Proposed Public Offering
The
Proposed Offering called for the Company to offer for public sale
up to 5,000,000 units (‘‘Units’’) at $10.00
per unit. Each Unit consists of one ordinary share of the Company
at $0.001 par value, and one redeemable ordinary share purchase
warrant (‘‘Warrant’’). Each Warrant will
entitle the holder to purchase from the Company one ordinary share
at an exercise price of $11.50 upon the completion of the initial
Business Combination, and will expire five years from the
completion of the initial Business Combination. The Warrant will be
redeemable at a price of $0.01 per Warrant upon 30 days prior
written notice (‘‘30-Day Notice Period’’)
at any time while the Warrants are exercisable, only in the event
that the last sale price of the ordinary shares is at least $17.50
per share for any 20 trading days within a 30 trading day period
ending on the third business day prior to the date on which notice
of redemption is given, provided that the Company has an effective
registration statement under the Securities Act covering the shares
issuable upon exercise of the warrants and a current prospectus
relating to them is available throughout the 30-Day Notice Period
and until the date of redemption. If a registration statement is
not effective within a specified period following the consummation
of a Business Combination, public warrant holders may, until such
time as there is an effective registration statement and during any
period when we shall have failed to maintain an effective
registration statement, exercise warrants on a cashless basis
pursuant to the exemption provided by Section 3(a)(9) of the
Securities Act of 1933, provided that such exemption is available.
If that exemption is not available, holders will not be able to
exercise their warrants on a cashless basis. Notwithstanding the
foregoing, in no event will the Company be required to net cash
settle the Warrants.
The
Company anticipates granting the underwriters a 45-day option to
purchase up to 15% of the total number of Units sold in the
Proposed Offering solely to cover over-allotments, if any. A
discount of 3% of gross proceeds from the offering is anticipated
for underwriting fees.
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