NOTICE
OF EXTRAORDINARY GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD AUGUST 30, 2017
TO
THE SHAREHOLDERS OF ANDINA ACQUISITION CORP. II:
You
are cordially invited to attend the extraordinary general meeting (the “meeting”) of shareholders of Andina Acquisition
Corp. II (the “Company,” “we,” “us” or “our”) to be held at 11:00 a.m. EDT on
August 30, 2017 at the offices of the Company’s U.S. counsel, Graubard Miller, 405 Lexington Avenue, 11
th
Floor,
New York, New York 10174, for the sole purpose of considering and voting upon the following proposals:
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a
proposal to amend (the “Extension Amendment”) the Company’s amended and restated memorandum and articles
of association (the “charter”) to extend the date by which the Company has to consummate a business combination
(the “Extension”) from September 1, 2017 to November 1, 2017 or earlier as described in this proxy statement
(the “Extended Date”); and
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a
proposal to amend (the “Conversion Amendment”) the charter to allow the holders of ordinary shares issued in the
Company’s initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public
shares”) to elect to have their public shares repurchased for a pro rata portion of the funds held in the trust account
established at the time of the IPO (the “trust account”) if the Extension is implemented (the “Conversion”),
such conversion of shares to be accomplished by means of a repurchase under Cayman Islands law.
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The
Extension Amendment and the Conversion Amendment are more fully described in the accompanying proxy statement.
The
purpose of the Extension Amendment and Conversion Amendment is to allow the Company more time to complete an initial business
combination. The Company’s prospectus for its initial public offering (“IPO”) and charter provided that the
Company had until June 1, 2017 (or September 1, 2017 if the Company had entered into a letter of intent, memorandum of understanding
or definitive agreement with a target business for a business combination by June 1, 2017 and a business combination was not consummated
before June 1, 2017) to complete a business combination. Since the completion of the IPO, we have been dealing with many of the
practical difficulties associated with the identification of an initial business combination target, negotiating business terms
with potential targets and conducting related due diligence. Commencing promptly upon completion of our IPO, we began to search
for an appropriate business combination target. During the process, we relied on numerous business relationships and contacted
investment bankers, private equity funds, consulting firms, and legal and accounting firms. As a result, we executed several letters
of intent for proposed business combinations allowing us to have until September 1, 2017 to complete a business combination. Notwithstanding
these efforts, we have not yet executed a definitive agreement to acquire a target business, and we will not be able to complete
an initial business combination by the September 1, 2017 date. Therefore, our board has determined that it is in the best interests
of our shareholders to extend the date that the Company has to consummate a business combination to the Extended Date in order
that our shareholders can have the chance to participate in an investment opportunity.
Certain
of the Company’s shareholders prior to the IPO (the “insiders”) have agreed that if the Extension Amendment
is approved, they or their affiliates will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”)
$0.03 for each public share that is not converted in connection with the vote to approve the Extension, for each month
(or a pro rata portion thereof if less than a month), that is needed by the Company to complete an initial business combination
from September 1, 2017 until the Extended Date. Accordingly, if the Company takes until the Extended Date to complete an initial
business combination, which would represent an Extension of two months, the insiders would make aggregate Contributions
of approximately $240,000 (assuming no public shares were converted). Each Contribution will be deposited in the trust
account established in connection with the IPO (“trust account”) prior to the beginning of the extended period which
such Contribution is for. If the Extension Amendment is approved and the Extension is completed and the Company takes the full
time through the Extended Date to complete an initial business combination, the conversion amount per share at the meeting for
such business combination or the Company’s subsequent liquidation would be approximately $10.21 per share, in comparison
to the current conversion amount of approximately $10.15 per share. The insiders will not make any Contribution unless
the Extension Amendment is approved and the Extension is completed. The Contribution(s) will not bear any interest and will be
repayable by the Company to the insiders or their affiliates upon consummation of an initial business combination. The loans will
be forgiven if the Company is unable to consummate an initial business combination. The Company’s board of directors will
have the sole discretion whether to continue extending for additional months until the Extended Date and if the board determines
not to continue extending for additional months, the insiders’ obligation to make additional Contributions will terminate.
If this occurs, the Company would wind up its affairs and distribute the proceeds of the trust account to holders of the outstanding
public shares in accordance with the procedures set forth in the charter.
The
holders of the public shares who vote either for or against the Extension Amendment may elect to convert their public shares into
a pro rata portion of the funds held in the trust account if the Extension is implemented (the “Conversion”). The
Company estimates that the per-share pro rata portion of the trust account will be approximately $10.15 at the time of
the meeting. The closing price of the Company’s ordinary shares on July 21, 2017, the record date for the meeting, was $10.14.
Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result
in a public shareholder receiving $0.01 more than if he sold his shares in the open market. The Company cannot assure shareholders
that they will be able to sell their shares in the open market, even if the market price per share is higher than the conversion
price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
The
purpose of the Conversion Amendment is to afford holders of the public shares (the “public shareholders”) the right
to receive their pro rata portion of the trust account within the timeframe contemplated at the time of our IPO, notwithstanding
the Extension. Accordingly, the Company is offering through the Conversion Amendment the ability for holders of public shares
to participate in the Conversion, notwithstanding the Extension and regardless of whether the holder votes for or against the
Extension Amendment. This is consistent with the disclosure contained, and provided for, in the IPO prospectus. Approval of the
Conversion Amendment is a condition to the implementation of the Extension. However, in order to convert your public shares, you
must vote in favor of the Conversion Amendment, but you are not required to convert your public shares if you vote in favor of
the Conversion Amendment. If any public shareholders so elect to convert, the Company anticipates notifying the trustee promptly
after the extraordinary general meeting, which is scheduled for August 30, 2017, to liquidate the trust account in an amount equal
to the total pro rata portion of the converted shares. Any Conversion referred to herein shall take effect as a repurchase of
shares as a matter of Cayman Islands law.
If
the Extension Amendment and Conversion Amendment proposals are not approved, as contemplated by our IPO prospectus and in accordance
with our charter,
we will, commencing on September 2, 2017, automatically wind up, liquidate
and dissolve. In connection therewith, holders of our public shares will receive a per-share amount, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including any interest not previously released to us but net of income
taxes payable, divided by the number of then outstanding public shares
.
Subject
to the foregoing, the affirmative vote of at least 66-2/3% of the Company’s outstanding ordinary shares who attend and vote
at the extraordinary general meeting for the Extension Amendment and Conversion Amendment proposals will be required to approve
the Extension Amendment and the Conversion Amendment.
The
Company’s board of directors has fixed the close of business on July 21, 2017 as the date for determining the Company’s
shareholders entitled to receive notice of and vote at the meeting and any adjournment thereof. Only holders of record of the
Company’s ordinary shares on that date are entitled to have their votes counted at the meeting or any adjournment thereof.
After
careful consideration of all relevant factors, the Company’s board of directors has determined that the Extension Amendment
and Conversion Amendment proposals are fair to and in the best interests of the Company and its shareholders, has declared them
advisable and recommends that you vote or give instruction to vote “FOR” each such proposal.
Enclosed
is the proxy statement containing detailed information concerning the Extension Amendment, the Conversion Amendment and the meeting.
Whether or not you plan to attend the meeting, we urge you to read this material carefully and vote your shares.
I
look forward to seeing you at the meeting.
August
9, 2017
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By
Order of the Board of Directors
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Luke
Weil
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Chairman
of the Board
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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 meeting. If you are a shareholder of record, you may also cast your vote in person at the meeting. If your shares are held
in an account at a brokerage firm or bank, you must instruct your broker or bank how to vote your shares, or you may cast your
vote in person at the meeting by obtaining a proxy from your brokerage firm or bank. Your failure to vote or instruct your broker
or bank how to vote will have the same effect as voting against each of the proposals.
Important
Notice Regarding the Availability of Proxy Materials for the Extraordinary General Meeting of Shareholders to be held on August
30, 2017
: This notice of meeting and the accompany proxy statement are available at http://www.cstproxy.com/andinaacquisition/sm2017.
ANDINA
ACQUISITION CORP. II
250
WEST 57
TH
ST, SUITE 2223
NEW
YORK, NY 10107
EXTRAORDINARY
GENERAL MEETING OF SHAREHOLDERS
TO
BE HELD AUGUST 30, 2017
PROXY
STATEMENT
The
extraordinary general meeting (the “meeting”) of shareholders of Andina Acquisition Corp. II (the “Company,”
“we,” “us” or “our”), a Cayman Islands exempted company, will be held at 11:00 a.m. EDT on
August 30, 2017, at the offices of the Company’s U.S. counsel Graubard Miller, 405 Lexington Avenue, 11
th
Floor,
New York, New York 10174, for the sole purpose of considering and voting upon the following proposals:
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a
proposal to amend (the “Extension Amendment”) the Company’s amended
and restated memorandum and articles of association (the “charter”) to extend
the date by which the Company has to consummate a business combination (the “Extension”)
from September 1, 2017 to November 1, 2017 or earlier as described in this proxy
statement (the “Extended Date”); and
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a
proposal to amend (the “Conversion Amendment”) the charter to allow the holders of ordinary shares issued in the
Company’s initial public offering (the “IPO”, and such shares sold in the IPO are referred to as the “public
shares”) to elect to have their public shares repurchased for a pro rata portion of the funds held in the trust account
established at the time of the IPO (the “trust account”) if the Extension is implemented (the “Conversion”),
such conversion of shares to be accomplished by means of a repurchase under Cayman Islands law.
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The
purpose of the Extension Amendment and Conversion Amendment is to allow the Company more time to complete an initial business
combination.
The
holders of public shares who vote either for or against the Extension Amendment may elect to convert their public shares into
a pro rata portion of the funds held in the trust account if the Extension is implemented (the “Conversion”). The
Company estimates that the per-share pro rata portion of the trust account will be approximately $10.15 at the time of
the meeting. The closing price of the Company’s ordinary shares on July 21, 2017, the record date for the meeting, was $10.14.
Accordingly, if the market price were to remain the same until the date of the meeting, exercising conversion rights would result
in a public shareholder receiving $0.01 more than if he sold his shares in the open market. The Company cannot assure shareholders
that they will be able to sell their shares in the open market, even if the market price per share is higher than the conversion
price stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
The
purpose of the Conversion Amendment is to afford public shareholders the right to receive a pro rata portion of the trust account
within the timeframe contemplated at the time of our IPO, notwithstanding the Extension. Accordingly, the Company is offering
through the Conversion Amendment the ability for holders of public shares to participate in the Conversion, notwithstanding the
Extension and regardless of whether the holder votes for or against the Extension Amendment. This is consistent with the disclosure
contained, and provided for, in the IPO prospectus. Approval of the Conversion Amendment is a condition to the implementation
of the Extension. However, in order to convert your public shares, you must vote in favor of the Conversion Amendment, but you
are not required to convert your public shares if you vote in favor of the Conversion Amendment. If any public shareholders so
elect to convert, the Company anticipates notifying the trustee promptly after the extraordinary general meeting, which is scheduled
for August 30, 2017, to liquidate the trust account in an amount equal to the total pro rata portion of the converted shares.
Any Conversion referred to herein shall take effect as a repurchase of shares as a matter of Cayman Islands law.
Approval
of the Extension Amendment and Conversion Amendment is a condition to the implementation of the Extension. In addition, we will
not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the Extension
Amendment and Conversion Amendment proposals, after taking into account the Conversion.
Certain
of the Company’s shareholders prior to the IPO (the “insiders”) have agreed that if the Extension Amendment
is approved, they or their affiliates will contribute to the Company as a loan (each loan being referred to herein as a “Contribution”)
$0.03 for each public share that is not converted in connection with the vote to approve the Extension, for each month
(or a pro rata portion thereof if less than a month), that is needed by the Company to complete an initial business combination
from September 1, 2017 until the Extended Date. Accordingly, if the Company takes until the Extended Date to complete an initial
business combination, which would represent an Extension of two months, the insiders would make aggregate Contributions
of approximately $240,000 (assuming no public shares were converted). Each Contribution will be deposited in the trust
account prior to the beginning of the extended period which such Contribution is for. If the Extension Amendment is approved and
the Extension is completed and the Company takes the full time through the Extended Date to complete an initial business combination,
the conversion amount at the meeting for such business combination or the Company’s subsequent liquidation would be approximately
$10.21 per share, in comparison to the current conversion amount of approximately $10.15 per share. The insiders
will not make any Contribution unless the Extension Amendment is approved and the Extension is completed. The Contribution(s)
will not bear any interest and will be repayable by the Company to the insiders or their affiliates upon consummation of an initial
business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination. The Company’s
board of directors will have the sole discretion whether to continue extending for additional months until the Extended Date and
if the board determines not to continue extending for additional months, the insiders’ obligation to make additional Contributions
will terminate. If this occurs, the Company would wind up its affairs and distribute the proceeds of the trust account to holders
of the outstanding public shares in accordance with the procedures set forth in the charter.
If
the Extension is effectuated, the amount remaining in the trust account may be only a small fraction of the approximately $40.6
million that was in the trust account as of July 21, 2017. In such event, the Company may need to obtain additional funds to complete
a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at
all.
If
there is no Extension and Conversion and the Company dissolves and liquidates, B. Luke Weil, one of our directors and non-executive
Chairman of the Board, has agreed that he will be personally liable to pay debts and obligations to target businesses or vendors
or other entities that are owed money by us for services rendered or contracted for or products sold to us in excess of the net
proceeds of our initial public offering not held in the trust account, but only to the extent necessary to ensure that such debts
or obligations do not reduce the amounts in the trust account and only if such parties have not executed a waiver agreement. However,
we cannot assure you that Mr. Weil will be able to satisfy those obligations if he is required to do so. Accordingly, the actual
per-share distribution could be less than $10.15, plus interest, due to claims of creditors. Additionally, if we are forced
to file a bankruptcy case or an involuntary bankruptcy case is filed against us which is not dismissed, the proceeds held in the
trust account could be subject to applicable bankruptcy law, and may be included in our bankruptcy estate and subject to the claims
of third parties with priority over the claims of our shareholders. To the extent any bankruptcy claims deplete the trust account,
we cannot assure you we will be able to return to our public shareholders at least $10.15 per share.
If
the Extension Amendment and Conversion Amendment proposals are approved, the approval of the Conversion will constitute consent
for the Company to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the portion of funds
available in the trust account relating to the converted public shares and (ii) deliver to the holders of such converted public
shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available
for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares who vote at
the meeting and do not convert their public shares now will retain their conversion rights and their ability to vote on a business
combination through the Extended Date if the Extension Amendment and Conversion Amendment are approved.
The
record date for the meeting is July 21, 2017. Record holders of ordinary shares of the Company at the close of business on the
record date are entitled to vote or have their votes cast at the meeting. On the record date, there were 5,310,000 ordinary shares
issued and outstanding. The Company’s warrants do not have voting rights.
This
proxy statement contains important information about the meeting and the proposals. Please read it carefully and vote your shares.
This proxy statement is
dated August 9, 2017 and is first being mailed to shareholders on or about that date.
QUESTIONS
AND ANSWERS ABOUT THE 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 the entire document, including the annexes to this proxy statement.
Q.
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Why
am I receiving this proxy statement?
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A.
The Company is a blank check company incorporated in 2015 for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities. In December 2015, the Company consummated its IPO from which it derived net proceeds of $40,600,000. Like most
blank check companies, our charter provides for the return of the IPO proceeds held in trust to the holders of ordinary shares
sold in the IPO if there is no qualifying business combination consummated on or before a certain date (in our case, September
1, 2017). The board of directors believes that it is in the best interests of the shareholders to continue the Company’s
existence until the Extended Date in order to allow the Company more time to complete a business combination and is therefore
submitting this proposal to the shareholders to vote upon.
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Q.
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What
is being voted on?
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A.
You are being asked to vote on a proposal to amend the Company’s charter to extend
the date by which the Company has to consummate a business combination to the Extended
Date and a proposal to amend the Company’s charter to allow the holders of public
shares to elect to convert their public shares into their pro rata portion of the funds
held in the trust account if the Extension is implemented.
Approval
of the Extension Amendment and Conversion Amendment is a condition to the implementation of the Extension.
If
the Extension is implemented, the shareholder’s approval of the Conversion Amendment proposal will constitute consent
for the Company to remove the Withdrawal Amount from the trust account, deliver to the holders of such converted public
shares the pro rata portion of the Withdrawal Amount and retain the remainder of the funds in the trust account, plus
the Contribution, for the Company’s use in connection with consummating a business combination on or before the
Extended Date.
We
will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment
and Conversion Amendment proposals, after taking into account the Conversion.
If
the Extension Amendment proposal is approved and the Extension is implemented, the removal of the Withdrawal Amount from
the trust account will reduce the Company’s net asset value. The Company cannot predict the amount that will remain
in the trust account if the Extension Amendment proposal is approved and the amount remaining in the trust account may
be only a small fraction of the approximately $40.6 million that was in the trust account as of July 21, 2017. In such
event, the Company may need to obtain additional funds to complete a business combination and there can be no assurance
that such funds will be available on terms acceptable to the parties or at all.
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If
the Extension Amendment and Conversion Amendment proposals are not approved,
we
will, commencing September 2, 2017, automatically wind up, liquidate and dissolve, as
contemplated by our IPO prospectus and in accordance with our charter. In connection
therewith, holders of our public shares will receive a per-share amount, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including any interest
not previously released to us but net of income taxes payable, divided by the number
of then outstanding public shares.
The
Company’s initial shareholders have waived their rights to participate in any liquidation distribution with respect
to their insider shares. There will be no distribution from the trust account with respect to our rights or warrants,
which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining
assets outside of the trust account. If such funds are insufficient, Luke Weil has agreed to advance it the funds necessary
to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek
repayment of such expenses.
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Q.
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Why
is the Company proposing the Extension Amendment and Conversion Amendment proposals?
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A.
The Company’s charter provides for the return of the IPO proceeds held in trust
to the holders of public shares if there is no qualifying business combination consummated
on or before September 1, 2017. As we explain below, the Company will not be able to
complete a business combination by that date.
Since
the completion of the IPO, we have been dealing with many of the practical difficulties associated with the identification
of an initial business combination target, negotiating business terms with potential targets, and conducting related due
diligence. Commencing promptly upon completion of our IPO, we began to search for an appropriate business combination
target. During the process, we relied on numerous business relationships and contacted investment bankers, private equity
funds, consulting firms, and legal and accounting firms. Notwithstanding these efforts, we have not yet executed a definitive
agreement to acquire a target business, and the Company will not be able to complete an initial business combination by
the September 1, 2017 date.
The
Company believes a business combination would be in the best interests of the Company’s shareholders, and because
the Company will not be able to conclude a business combination within the permitted time period, the Company has determined
to seek shareholder approval to extend the date by which the Company has to complete a business combination.
Accordingly,
the Company’s board of directors is proposing the Extension Amendment to extend the Company’s corporate existence
until the Extended Date and to allow for the Conversion.
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You
are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do
not elect to convert your public shares, you will retain the right to vote on any proposed business combination when and if
it is submitted to shareholders and the right to convert your public shares into a pro rata portion of the trust account in
the event a proposed business combination is approved and completed or the Company has not consummated a business combination
by the Extended Date.
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Q.
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Why
should I vote for the Extension Amendment?
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A.
The Company’s board of directors believes shareholders will benefit from the Company
consummating a business combination and is proposing the Extension Amendment to extend
the date by which the Company has to complete a business combination until the Extended
Date and to allow for the Conversion. The Extension would give the Company additional
time to complete a business combination.
Given
the Company’s expenditure of time, effort and money on potential business combinations, circumstances warrant providing
those who believe they might find a potential business combination to be an attractive investment with an opportunity
to consider such a transaction, inasmuch as the Company is also affording shareholders who wish to convert their public
shares as originally contemplated, the opportunity to do so as well. Accordingly, we believe that the Extension is consistent
with the spirit in which the Company offered its securities to the public.
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Q.
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Why
should I vote for the Conversion Amendment?
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A.
Approval of the Conversion Amendment is a condition to the implementation of the Extension
Amendment.
Whether
a holder of public shares votes in favor of or against the Extension Amendment, the holder may, but is not required to,
convert all or a portion of its public shares into the pro rata portion of the trust account represented by the converted
shares. In order to convert your public shares, you must vote in favor of the Conversion Amendment; however, if you vote
in favor of the Conversion Amendment, you are not required to convert your public shares. We will not proceed if we do
not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment and the Conversion Amendment
proposals, after taking into account the Conversion.
Liquidation
of the trust account is a fundamental obligation of the Company to the public shareholders and the Company is not proposing
and will not propose to change that obligation to the public shareholders. If holders of public shares do not elect to
convert their public shares, such holders shall retain conversion rights in connection with any future business combination
the Company proposes. Assuming the Extension Amendment is approved, the Company will have until the Extended Date to complete
a business combination.
The
Company’s board of directors recommends that you vote in favor of the Conversion Amendment proposal, but expresses
no opinion as to whether you should convert your public shares.
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Q.
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How
do the Company’s insiders intend to vote their shares?
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A.
All of the Company’s directors, executive officers and their respective affiliates
are expected to vote any ordinary shares over which they have voting control (including
any public shares owned by them) in favor of the Extension Amendment and Conversion Amendment
proposals.
The
Company’s directors, executive officers and their respective affiliates are not entitled to convert any shares in
connection with the Extension Amendment. On the record date, the Company’s directors, executive officers and their
affiliates beneficially owned and were entitled to vote 1,000,000 insider shares and 265,000 ordinary shares included
in units they purchased privately in connection with the IPO (the “private units” and the shares included
within such private units, the “private shares”), representing approximately 23.8% of the Company’s
issued and outstanding ordinary shares. The Company’s directors, executive officers and their affiliates did not
beneficially own any public shares as of the record date.
The
Company’s directors, executive officers and their affiliates may choose to buy public shares in the open market
and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase
shares from shareholders who would otherwise have voted against the Extension Amendment and Conversion Amendment and/or
elected to convert their shares. Any public shares held by or subsequently purchased by affiliates of the Company will
be voted in favor of the Extension Amendment and Conversion Amendment proposals.
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Q.
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What
vote is required to adopt the Extension Amendment and Conversion Amendment?
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A.
Approval of each of the Extension Amendment and Conversion Amendment will require a special resolution under Cayman Islands
law and our charter. A special resolution is a resolution passed by members who, being entitled to do so, vote at the extraordinary
general meeting and hold a majority of at least two-thirds of the outstanding shares. Approval of the Conversion Amendment
is a condition to the implementation of the Extension Amendment. Any holder of public shares that votes in favor of the Conversion
Amendment may convert all or a portion of their public shares into a pro rata portion of the trust account. In order to convert
your public shares, you must vote in favor of the Conversion Amendment; however, if you vote in favor of the Conversion Amendment,
you are not required to convert your public shares.
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Q.
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What
if I don’t want to vote for the Extension Amendment or Conversion Amendment proposals?
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A.
If you do not want the Extension Amendment or Conversion Amendment to be approved, you must abstain, not vote, or vote against
the proposal. If the Extension Amendment and Conversion Amendment are approved, and the Extension is implemented, then the
Withdrawal Amount will be withdrawn from the trust account and paid to the converting holders.
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Q.
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Will
you seek any further extensions to liquidate the trust account?
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A.
Yes, if we are able to enter into a definitive agreement for a business combination by the Extended Date, we will need to
seek another extension to allow us to consummate the business combination that would be contemplated by such definitive agreement.
The length of time of such further extension will not be known until we enter into the definitive agreement for such proposed
business combination.
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Q.
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What
happens if the Extension Amendment and Conversion Amendment are not approved?
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A.
If the Extension Amendment and Conversion Amendment are not approved,
we
will, commencing September 2, 2017, automatically wind up, liquidate and dissolve, as
contemplated by our IPO prospectus and in accordance with our charter. In connection
therewith, holders of our public shares will receive a per-share amount, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including any interest
not previously released to us but net of income taxes payable, divided by the number
of then outstanding public shares
.
The
Company’s initial shareholders waived their rights to participate in any liquidation distribution with respect to
their insider shares and private shares. There will be no distribution from the trust account with respect to our rights
or warrants which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its
remaining assets outside of the trust account, which it believes are sufficient for such purposes. If such funds are insufficient,
Luke Weil has agreed to advance the Company the funds necessary to complete such liquidation (currently anticipated to
be no more than approximately $15,000) and has agreed not to seek repayment of such expenses.
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Q.
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If
the Extension Amendment and Conversion Amendment proposals are approved, what happens next?
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A.
If the Extension Amendment and Conversion Amendment proposals are approved, the Company
will have until the Extended Date to complete a business combination. The Company will
remain a reporting company under the Securities Exchange Act of 1934 and its units, ordinary
shares, rights and warrants will remain publicly traded.
If
the Extension Amendment and Conversion Amendment proposals are approved, the removal of the Withdrawal Amount from the
trust account will reduce the amount remaining in the trust account and increase the percentage interest of Company shares
held by the Company’s officers, directors, initial shareholders and their affiliates.
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Q.
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Would
I still be able to exercise my conversion rights if I vote against any subsequently proposed business combination?
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A.
Unless you elect to convert your shares at the meeting, you will be able to vote on any subsequently proposed business combination
when it is submitted to shareholders. If you disagree with the business combination, you will retain your right to convert
your public shares upon consummation of a business combination in connection with the shareholder vote to approve the business
combination, subject to any limitations set forth in the charter.
|
Q.
|
How
do I change my vote?
|
|
A.
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 secretary prior to the date of the 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 by sending a notice of revocation
to the Company located at 250 West 57
th
St, Suite 2223, New York NY 10107, Attn: Secretary.
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|
Q.
|
How
are votes counted?
|
|
A.
Votes will be counted by the inspector of election appointed for the meeting, who will
separately count “FOR” and “AGAINST” votes, abstentions and broker
non-votes. Each of the Extension Amendment and Conversion Amendment proposals must be
approved by a special resolution. A special resolution is a resolution passed by members
who, being entitled to do so, vote at the extraordinary general meeting and hold a majority
of at least two-thirds of the outstanding shares.
With
respect to the Extension Amendment and Conversion Amendment proposals, abstentions and broker non-votes will have no effect.
If your shares are held by your broker as your nominee (that is, in “street name”), you may need to obtain
a proxy form from the institution that holds your shares and follow the instructions included on that form regarding how
to instruct your broker to vote your shares. If you do not give instructions to your broker, your broker can vote your
shares with respect to “discretionary” items, but not with respect to “non-discretionary” items.
Discretionary items are proposals considered routine under the rules of the New York Stock Exchange applicable to member
brokerage firms. These rules provide that for routine matters your broker has the discretion to vote shares held in street
name in the absence of your voting instructions. On non-discretionary items for which you do not give your broker instructions,
the shares will be treated as broker non-votes.
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Q.
|
If
my shares are held in “street name,” will my broker automatically vote them for me?
|
|
A.
No. Your broker can vote your shares only if you provide instructions on how to vote.
You should instruct your broker to vote your shares. Your broker can tell you how to
provide these instructions.
|
Q.
|
What
is a quorum requirement?
|
|
A.
A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present
if at least a majority of the outstanding ordinary shares on the record date are represented
by shareholders present at the meeting or by proxy.
Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your
broker, bank or other nominee) or if you vote in person at the meeting. Abstentions and broker non-votes will be counted
towards the quorum requirement. If there is no quorum, a majority of the votes present at the meeting may adjourn the
meeting to another date.
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Q.
|
Who
can vote at the meeting?
|
|
A.
Only holders of record of the Company’s ordinary shares at the close of business
on July 21, 2017 are entitled to have their vote counted at the meeting and any adjournments
or postponements thereof. On this record date, 5,310,000 ordinary shares were outstanding
and entitled to vote.
Shareholder
of Record: Shares Registered in Your Name
. If on the record date your shares were registered directly in your name
on the register of members with the Company’s transfer agent, Continental Stock Transfer & Trust Company, then
you are a shareholder of record. As a shareholder of record, you may vote in person at the meeting or vote by proxy. Whether
or not you plan to attend the meeting in person, we urge you to fill out and return the enclosed proxy card to ensure
your vote is counted.
Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
. If on the record date your shares were held, not in your
name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you are the beneficial
owner of shares held in “street name” and these proxy materials are being forwarded to you by that organization.
As a beneficial owner, you have the right to direct your broker or other agent on how to vote the shares in your account.
You are also invited to attend the meeting. However, since you are not the shareholder of record, you may not vote your
shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.
|
Q.
|
Does
the board recommend voting for the approval of the Extension Amendment and Conversion Amendment?
|
|
A.
Yes. After careful consideration of the terms and conditions of this proposal, the board of directors of the Company has determined
that the Extension Amendment and Conversion Amendment are fair to and in the best interests of the Company and its shareholders.
The board of directors recommends that the Company’s shareholders vote “FOR” each of the Extension Amendment
and the Conversion Amendment.
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|
Q.
|
What
interests do the Company’s directors and officers have in the approval of the proposals?
|
|
A.
The Company’s directors and officers have interests in the proposals that may be different from, or in addition to,
your interests as a shareholder. These interests include ownership of insider shares and warrants that may become exercisable
in the future, loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory
arrangements. See the section entitled “
The Extension Amendment Proposal—Interests of the Company’s Directors
and Officers
.”
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|
Q.
|
What
if I object to the Extension Amendment and Conversion Amendment? Do I have appraisal rights?
|
|
A.
Company shareholders do not have appraisal rights in connection with the Extension Amendment and Conversion Amendment under
the Companies Law (2016 Revision) of the Cayman Islands (the “Companies Law”).
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Q.
|
What
happens to the Company’s rights and warrants if the Extension Amendment and Conversion Amendment are not approved?
|
|
A.
If the Extension Amendment and Conversion Amendment are not approved,
we will, commencing
September 2, 2017, automatically wind up, liquidate and dissolve, as contemplated by our IPO prospectus and in accordance
with our charter. In connection therewith, holders of our public shares will receive a per-share amount, payable in cash,
equal to the aggregate amount then on deposit in the trust account, including any interest not previously released to us but
net of income taxes payable, divided by the number of then outstanding public shares
. In such event, your rights and
warrants will become worthless.
|
|
|
|
|
Q.
|
What
happens to the Company’s rights and warrants if the Extension Amendment and Conversion Amendment proposals are approved?
|
|
A.
If the Extension Amendment and Conversion Amendment proposals are approved, the Company will continue to attempt to consummate
a business combination until the Extended Date. The rights and warrants, by their terms, will remain outstanding in accordance
with their terms.
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|
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|
Q.
|
What
do I need to do now?
|
|
A.
The Company urges you to read carefully and consider the information contained in this proxy statement, including the annexes,
and to consider how the proposals will affect you as a Company shareholder. You should then vote as soon as possible in accordance
with the instructions provided in this proxy statement and on the enclosed proxy card.
|
Q.
|
How
do I vote?
|
|
A.
If you are a holder of record of Company’s ordinary shares, you may vote in person
at the meeting or by submitting a proxy for the meeting. Whether or not you plan to attend
the meeting in person, we urge you to vote by proxy to ensure your vote is counted. You
may submit your proxy by completing, signing, dating and returning the enclosed proxy
card in the accompanying pre-addressed postage paid envelope. You may still attend the
meeting and vote in person if you have already voted by proxy.
If
your ordinary shares of the Company are held in “street name” by a broker or other agent, you have the right
to direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the meeting.
However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you
request and obtain a valid proxy from your broker or other agent.
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|
Q.
|
How
do I convert my ordinary shares?
|
|
A.
If the Extension is implemented, each public shareholder that voted in favor of the Conversion
Amendment may seek to convert his public shares for a pro rata portion of the funds available
in the trust account,
including any interest not
previously released to us but net of income taxes payable
.
To
demand conversion, you must check the box on the proxy card provided for that purpose and return the proxy card in accordance
with the instructions provided, and, at the same time, 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,
1 State Street Plaza, New York, New York 10004, Attn: Mark Zimkind,
mzimkind@continentalstock.com
, prior to the
vote at the meeting or to deliver your shares to the transfer agent electronically prior to the vote at the meeting 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. You will only be entitled to receive cash in connection with a conversion
of these shares if you continue to hold them until the effective date of the Extension and Conversion.
|
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|
Q.
|
What
should I do if I receive more than one set of voting materials?
|
|
A.
You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy
cards or voting instruction cards, if your shares are registered in more than one name or are registered in different accounts.
For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card
for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy card and voting instruction
card that you receive in order to cast a vote with respect to all of your Company shares.
|
Q.
|
Who
is paying for this proxy solicitation?
|
|
A.
The Company will pay for the entire cost of soliciting proxies. In addition to these mailed proxy materials, our directors
and officers may also solicit proxies in person, by telephone or by other means of communication. These parties will not be
paid any additional compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for
the cost of forwarding proxy materials to beneficial owners.
|
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|
Q.
|
Who
can help answer my questions?
|
|
A.
If you have questions about the proposals or if you need additional copies of the proxy
statement or the enclosed proxy card you should contact:
Andina
Acquisition Corp. II
250
West 57
th
St, Suite 2223
New
York, NY 10107
Telephone:
(314) 548-6200
You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions
in the section entitled “
Where You Can Find More Information
.”
|
FORWARD-LOOKING
STATEMENTS
We
believe that some of the information in this proxy statement constitutes forward-looking statements. You can identify these statements
by forward-looking words such as “may,” “expect,” “anticipate,” “contemplate,”
“believe,” “estimate,” “intends,” and “continue” or similar words. You should
read statements that contain these words carefully because they:
|
●
|
discuss
future expectations;
|
|
|
|
|
●
|
contain
projections of future results of operations or financial condition; or
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●
|
state
other “forward-looking” information.
|
We
believe it is important to communicate our expectations to our shareholders. However, there may be events in the future that we
are not able to predict accurately or over which we have no control. The cautionary language discussed in this proxy statement
provide examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations described
by us in such forward-looking statements, including, among other things, claims by third parties against the trust account, unanticipated
delays in the distribution of the funds from the trust account and the Company’s ability to finance and consummate a business
combination following the distribution of funds from the trust account. You are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this proxy statement.
All
forward-looking statements included herein attributable to the Company or any person acting on the Company’s behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent
required by applicable laws and regulations, the Company undertakes no obligation to update these forward-looking statements to
reflect events or circumstances after the date of this proxy statement or to reflect the occurrence of unanticipated events.
BACKGROUND
We
are a Cayman Island exempted company incorporated on July 1, 2015 for the purpose of entering into a merger, share exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities.
On
December 1, 2015, we consummated our IPO of 4,000,000 units, with each unit consisting of one ordinary share, one right to receive
one-seventh of an ordinary share upon consummation of a business combination and one warrant to purchase one share. The units
were sold at an offering price of $10.00 per unit, generating gross proceeds of $40,000,000.
Simultaneous
with the consummation of the initial public offering, we consummated the private placement of 310,000 private units at a price
of $10.00 per unit, generating total proceeds of $3,100,000. The private units were purchased by the Company’s shareholders
prior to the IPO and their affiliates and designees and EarlyBirdCapital, Inc., the representative of the underwriters in the
IPO.
The
mailing address of the Company’s principal executive office is 250 West 57
th
St, Suite 2223, New York, NY 10107,
and its telephone number is (212) 203 4624.
THE
EXTENSION AMENDMENT AND CONVERSION AMENDMENT PROPOSALS
The
Extension Amendment
The
Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to
the Extended Date so as to give the Company more time to complete an initial business combination. Approval of the Extension Amendment
is a condition to the implementation of the Extension.
The
insiders have agreed that if the Extension Amendment is approved, they or their affiliates will contribute to the Company as a
loan $0.03 for each public share that is not converted in connection with the vote to approve the Extension, for each month
(or a pro rata portion thereof if less than a month), that is needed by the Company to complete an initial business combination
from September 1, 2017 until the Extended Date. Accordingly, if the Company takes until the Extended Date to complete an initial
business combination, which would represent an Extension of two months, the insiders would make aggregate Contributions
of approximately $240,000 (assuming no public shares were converted). Each Contribution will be deposited in the trust
account prior to the beginning of the extended period which such Contribution is for. If the Extension Amendment is approved and
the Extension is completed and the Company takes the full time through the Extended Date to complete an initial business combination,
the conversion amount at the meeting for such business combination or the Company’s subsequent liquidation would be approximately
$10.21 per share, in comparison to the current conversion amount of approximately $10.15 per share. The insiders
will not make any Contribution unless the Extension Amendment is approved and the Extension is completed. The Contribution(s)
will not bear any interest and will be repayable by the Company to the insiders or their affiliates upon consummation of an initial
business combination. The loans will be forgiven if the Company is unable to consummate an initial business combination. The Company’s
board of directors will have the sole discretion whether to continue extending for additional months until the Extended Date and
if the board determines not to continue extending for additional months, the insiders’ obligation to make additional Contributions
will terminate. If this occurs, the Company would wind up its affairs and
distribute the
proceeds of the trust account to holders
of the outstanding public shares in accordance with the procedures set forth in
the charter.
All
holders of the Company’s public shares, whether they vote for or against the Extension Amendment, are entitled to convert
all or a portion of their public shares for a pro rata portion of the trust account, provided that the Extension is implemented.
We will not proceed with the Extension if we do not have at least $5,000,001 of net tangible assets following approval of the
Extension Amendment proposal, after taking into account the Conversion.
The
Conversion Amendment Proposal
The
Conversion Amendment proposal allows the holders of public shares to elect to convert their public shares into their pro rata
portion of the funds held in the trust account if the Extension Amendment is approved. The Conversion Amendment proposal will
not be presented unless the Extension Amendment is approved. Approval of the Extension Amendment and the Conversion Amendment
is a condition to the implementation of the Extension. We will not proceed with the Extension if we do not have at least $5,000,001
of net tangible assets following approval of the Extension Amendment and Conversion Amendment proposals, after taking into account
the Conversion.
All
holders of the Company’s public shares who vote in favor of the Conversion Amendment, whether they vote for or against the
Extension Amendment, are entitled to convert all or a portion of their public shares into their pro rata portion of the trust
account, provided that the Extension is implemented. Voting in favor of the Conversion Amendment does not require you to convert
your public shares. You must, however, vote in favor of the Conversion Amendment in order to convert your public shares.
A
public shareholder’s election to convert his public shares shall constitute consent for the Company to remove the Withdrawal
Amount from the trust account relating to converted public shares, deliver to the holders of such shares so tendered such pro
rata portion of the trust account and leave the remainder of the funds in the trust account until the earlier to occur of (y)
the completion of a business combination or (z) the Extended Date.
The
Company estimates that the per-share pro rata portion of the trust account will be approximately $10.15 at the time of
the meeting. The closing price of the Company’s ordinary shares on July 21, 2017 was $10.14. Accordingly, if the market
price were to remain the same until the date of the meeting, exercising conversion rights would result in a public shareholder
receiving $0.01 more than if he sold his stock in the open market. The Company cannot assure shareholders that they will
be able to sell their ordinary shares in the open market, even if the market price per share is higher than the conversion price
stated above, as there may not be sufficient liquidity in its securities when such shareholders wish to sell their shares.
If
the Extension Amendment and Conversion Amendment proposals are not approved,
we will, commencing
September 2, 2017, automatically wind up, liquidate and dissolve, as contemplated by our IPO prospectus and in accordance with
our charter. In connection therewith, holders of our public shares will receive a per-share amount, payable in cash, equal to
the aggregate amount then on deposit in the trust account, including any interest not previously released to us but net of income
taxes payable, divided by the number of then outstanding public shares
.
Reasons
for the Proposals
The
Company’s IPO prospectus and charter provided that the Company had until June 1, 2017 (or September 1, 2017 if the Company
had entered into a letter of intent, memorandum of understanding or definitive agreement with a target business for a business
combination by June 1, 2017 and a business combination was not consummated before June 1, 2017) to complete a business combination.
Since the completion of the IPO, we have been dealing with many of the practical difficulties associated with the identification
of an initial business combination target, negotiating business terms with potential targets and conducting related due diligence.
Commencing promptly upon completion of our IPO, we began to search for an appropriate business combination target. During the
process, we relied on numerous business relationships and contacted investment bankers, private equity funds, consulting firms,
and legal and accounting firms. As a result, we executed several letters of intent for proposed business combinations allowing
us to have until September 1, 2017 to complete a business combination. Notwithstanding these efforts, we have not yet executed
a definitive agreement to acquire a target business, and we will not be able to complete an initial business combination by the
September 1, 2017 date. Therefore, our board has determined that it is in the best interests of our shareholders to extend the
date that the Company has to consummate a business combination to the Extended Date in order that our shareholders can have the
chance to participate in an investment opportunity.
If
the Extension Amendment and Conversion Amendment Proposals Are Not Approved
If
the Extension Amendment and Conversion Amendment are not approved,
we will, commencing September
2, 2017, automatically wind up, liquidate and dissolve, as contemplated by our IPO prospectus and in accordance with our charter.
In connection therewith, holders of our public shares will receive a per-share amount, payable in cash, equal to the aggregate
amount then on deposit in the trust account, including any interest not previously released to us but net of income taxes payable,
divided by the number of then outstanding public shares
.
The
Company’s initial shareholders have waived their rights to participate in any liquidation distribution with respect to their
insider shares and private shares. There will be no distribution from the trust account with respect to the Company’s rights
or warrants which will expire worthless in the event we wind up. The Company will pay the costs of liquidation from its remaining
assets outside of the trust account. If such funds are insufficient, B. Luke Weil has agreed to advance it the funds necessary
to complete such liquidation (currently anticipated to be no more than approximately $15,000) and has agreed not to seek repayment
of such expenses.
If
the Extension Amendment is not approved, the holders of the public shares will not vote on the Conversion Amendment, and the trust
account will be liquidated as described above. If the Conversion Amendment is not approved, the Company will not effect the Extension
and the Contribution will not be made.
If
the Extension Amendment and Conversion Amendment are Approved
If
the Extension Amendment and Conversion Amendment are approved, the Company will file an amendment to the charter to extend the
time it has to complete a business combination until the Extended Date. The Company will then continue to work to consummate a
business combination by the Extended Date. The Company will remain a reporting company under the Securities Exchange Act of 1934
and its units, ordinary shares, rights and warrants will remain publicly traded. The rights and warrants will remain outstanding
in accordance with their terms.
The
insiders have agreed that if the Extension Amendment is approved, they or their affiliates will contribute to the Company as a
loan $0.03 for each public share that is not converted in connection with the vote to approve the Extension, for each month
(or a pro rata portion thereof if less than a month), that is needed by the Company to complete an initial business combination
from September 1, 2017 until the Extended Date. Accordingly, if the Company takes until the Extended Date to complete an initial
business combination, which would represent two months through the Extended Date, the insiders would make aggregate Contributions
of approximately $240,000 (assuming no public shares were converted). Each Contribution will be deposited in the trust
account established in connection with the IPO prior to the beginning of the extended period which such Contribution is for. Accordingly,
if the Extension Amendment is approved and the Extension is completed and the Company takes the full time through the Extended
Date to complete an initial business combination, the conversion amount per share at the meeting for such business combination
or the Company’s subsequent liquidation will be approximately $10.21 per share, in comparison to the current conversion
amount of approximately $10.15 per share. The insiders will not make any Contribution unless the Extension Amendment is
approved and the Extension is completed. The Contribution(s) will not bear any interest and will be repayable by the Company to
the insiders or their affiliates upon consummation of an initial business combination. The loans will be forgiven if the Company
is unable to consummate an initial business combination. The Company’s board of directors will have the sole discretion
whether to continue extending for additional months until the Extended Date and if the board determines not to continue extending
for additional months, the insiders’ obligation to make additional Contributions will terminate.
You
are not being asked to vote on any proposed business combination at this time. If the Extension is implemented and you do not
elect to convert your public shares, you will retain the right to vote on any proposed business combination when and if it is
submitted to shareholders and the right to convert your public shares into a pro rata portion of the trust account in the event
the proposed business combination is approved and completed or the Company has not consummated a business combination by the Extended
Date.
If
the Extension Amendment and Conversion Amendment proposals are approved, and the Extension is implemented, the removal of the
Withdrawal Amount from the trust account will reduce the Company’s net asset value. The Company cannot predict the amount
that will remain in the trust account if the Extension Amendment proposal is approved, and the amount remaining in the trust account
may be only a small fraction of the approximately $40.6 million that was in the trust account as of December 27, 2016. However,
we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Extension Amendment
and Conversion Amendment proposals, after taking into account the Conversion.
Conversion
Rights
If
the Extension Amendment and Conversion Amendment proposals are approved, and the Extension is implemented, each public shareholder
that voted in favor of the Conversion Amendment may seek to convert his public shares for a pro rata portion of the funds available
in the trust account,
including any interest not previously released to us but net of income
taxes payable
.
TO
DEMAND CONVERSION, YOU MUST CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE
WITH THE INSTRUCTIONS PROVIDED AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE
HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT and CONVERSION AMENDMENT
.
You will only be entitled to receive cash in connection with a conversion of these shares if you continue to hold them until the
effective date of the Extension Amendment and Conversion. The requirement for physical or electronic delivery prior to the vote
at the meeting ensures that a converting holder’s election is irrevocable once the Extension Amendment is approved. In furtherance
of such irrevocable election, shareholders making the election will not be able to tender their shares after the vote at the 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
stock 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 $45 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 stock certificate. Such shareholders will have less time to make their investment decision than those shareholders
that deliver their shares through the DWAC system. Shareholders who request physical stock certificates and wish to convert may
be unable to meet the deadline for tendering their shares before exercising their conversion rights and thus will be unable to
convert their shares.
Certificates
that have not been tendered in accordance with these procedures prior to the vote for the Extension Amendment and Conversion Amendment
will not be converted into a pro rata portion of the funds held in the trust account. In the event that a public shareholder tenders
its shares and decides prior to the vote at the meeting that it does not want to convert its shares, the shareholder may withdraw
the tender. If you delivered your shares for conversion to our transfer agent and decide prior to the vote at the meeting not
to convert 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 is not approved or is abandoned, these shares will not be converted and the physical certificates representing
these shares will be returned to the shareholder promptly following the determination that the Extension Amendment and Conversion
Amendment will not be approved or will be abandoned. The Company anticipates that a public shareholder who tenders shares for
conversion in connection with the vote to approve the Extension Amendment and Conversion Amendment would receive payment of the
conversion price for such shares soon after the completion of the Extension Amendment and Conversion Amendment. The transfer agent
will hold the certificates of public shareholders that make the election until such shares are converted for cash or returned
to such shareholders.
If
properly demanded, the Company will convert each public share for a pro rata portion of the funds available in the trust account,
less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filing of the amendment to the
charter. As of the record date, this would amount to approximately $10.15 per share. The closing price of the Company’s
ordinary shares on July 21, 2017 was $10.14. Accordingly, if the market price were to remain the same until the date of the meeting,
exercising conversion rights would result in a public shareholder receiving $0.01 more than if he sold his stock in the
open market.
If
you exercise your conversion rights, you will be exchanging your ordinary 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 conversion by tendering your stock certificate(s)
to the Company’s transfer agent prior to the vote for the Extension Amendment. If the Extension Amendment and Conversion
Amendment are not approved or if they are abandoned, these shares will be redeemed in accordance with the terms of the charter
promptly following the meeting as described elsewhere herein.
The
Meeting
Date,
Time and Place
. The meeting of the Company’s shareholders will be held at 11:00 a.m., EDT on August 30, 2017, at the
offices of the Company’s U.S. counsel, Graubard Miller, at 405 Lexington Avenue, 11
th
Floor, New York, NY 10174.
Voting
Power; Record Date
. You will be entitled to vote or direct votes to be cast at the meeting, if you owned Company ordinary
shares at the close of business on July 21, 2017, the record date for the meeting. At the close of business on the record date,
there were 5,310,000 outstanding ordinary shares each of which entitles its holder to cast one vote per proposal. Company warrants
do not carry voting rights.
If
you do not want the Extension Amendment and Conversion Amendment approved, you must abstain, not vote, or vote against such proposals.
If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid
shortly after the shareholder meeting which is scheduled for August 30, 2017, you must vote in favor of the Conversion Amendment
and demand conversion of your shares.
Proxies;
Board Solicitation
. Your proxy is being solicited by the Company’s board of directors on the proposal to approve the
Extension Amendment and Conversion Amendment being presented to shareholders at the meeting. No recommendation is being made as
to whether you should elect to convert your shares. 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 meeting.
Required
Vote
Approval
of the Extension Amendment and Conversion Amendment proposals will require a special resolution. A special resolution is a resolution
passed by members who, being entitled to do so, vote at the extraordinary general meeting and hold a majority of at least two-thirds
of the outstanding shares. All of the Company’s directors, executive officers and their affiliates are expected to vote
any ordinary shares owned by them in favor of the Extension Amendment and Conversion Amendment. On the record date, directors
and executive officers of the Company and their affiliates beneficially owned and were entitled to vote 1,000,000 insider shares
and 265,000 private shares representing approximately 23.8% of the Company’s issued and outstanding ordinary shares.
In
addition, the Company’s directors, executive officers and their affiliates may choose to buy public shares in the open market
and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares
from shareholders who would otherwise have voted against the Extension Amendment and Conversion Amendment proposals and elected
to convert their shares into a portion of the trust account. Any public shares purchased by affiliates will be voted in favor
of the Extension Amendment and Conversion Amendment proposals.
Interests
of the Company’s Directors and Officers
When
you consider the recommendation of the Company’s board of directors, you should keep in mind that the Company’s executive
officers and members of the Company’s board of 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 is not approved and we do not consummate a business combination by September 1, 2017 as contemplated
by our IPO prospectus and in accordance with our charter, the 1,000,000 insider shares held by the Company’s officers,
directors and affiliates and their permitted transferees, which were acquired prior to the IPO for an aggregate purchase price
of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares).
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If
the Extension Amendment is not approved and we do not consummate a business combination by September 1, 2017 as contemplated
by our IPO prospectus and in accordance with our charter, the 265,000 private units held by the Company’s officers,
directors and affiliates and their permitted transferees, which were acquired prior to the IPO for an aggregate purchase price
of $2,650,000, will be worthless (as the holders have waived liquidation rights with respect to such securities).
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In
connection with the IPO, Luke Weil, one of our directors and non-executive Chairman of the Board, has agreed that he will
be liable under certain circumstances to ensure that the proceeds in the trust account are not reduced by certain claims of
target businesses or vendors or other entities that are owed money by the Company for services rendered, contracted for or
products sold to the Company.
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All
rights specified in the Company’s charter 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 a business combination. If the 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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None
of the Company’s executive officers or directors has received any cash compensation
for services rendered to the Company. All of the current members of the Company’s
board of directors are expected to continue to serve as directors at least through the
date of the meeting and may continue to serve following any potential business combination
and receive compensation thereafter.
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A.
Lorne Weil, an initial shareholder of the Company and the father of B. Luke Weil, the Company’s Non-Executive Chairman
of the Board, has loaned the Company an aggregate of approximately $100,000. The loan is non-interest bearing and is payable
at the consummation of a business combination. If the Extension Amendment is not approved, the loan will be forgiven as the
Company will not be able to repay it.
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The
Company’s officers, directors, initial shareholders and their affiliates are entitled to reimbursement of out-of-pocket
expenses incurred by them in connection with certain activities on the Company’s behalf, such as identifying and investigating
possible business targets and business combinations. If the Company fails to obtain the Extension and is forced to wind up,
dissolve and liquidate, they will not have any claim against the trust account for reimbursement. Accordingly, the Company
will not be able to reimburse these expenses. Although as of the record date, the Company’s officers, directors, initial
shareholders and their affiliates had not incurred any unpaid reimbursable expense, they may incur such expenses in the future.
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Board
Recommendation
After
careful consideration of all relevant factors, the Company’s board of directors determined that each of the Extension Amendment
and Conversion Amendment is fair to and in the best interests of the Company and its shareholders.
The
Board of Directors recommends that you vote “FOR” each of the Extension Amendment and Conversion Amendment proposal.
The Board of Directors expresses no opinion as to whether you should convert your public shares.