NOTES TO CONDENSED FINANCIAL STATEMENTS
(unaudited)
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1.
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INTERIM FINANCIAL INFORMATION
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The accompanying unaudited
interim condensed financial statements of Terrapin 3 Acquisition Corporation (the “Company”) should be read in conjunction
with the audited financial statements and notes thereto included in the Company's Annual Report on Form 10-K filed with the United
States Securities and Exchange Commission (the “SEC”) on March 25, 2015. The accompanying financial statements have
been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”)
for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
since they are interim statements, the accompanying financial statements do not include all the information and notes required
by GAAP for complete financial statement presentation. In the opinion of management, the interim financial statements reflect all
adjustments (consisting of normal, recurring adjustments) that are necessary for a fair presentation of the financial position,
results of operations, and cash flows for the interim periods presented. Interim results are not necessarily indicative of results
for a full year.
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2.
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DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS
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The Company is a blank
check company incorporated in Delaware on December 27, 2013. The Company was formed for the purpose of acquiring, through a merger,
capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business
transaction, one or more operating businesses or assets that the Company has not yet identified (“Business Combination”).
The Company has neither engaged in any operations nor generated any operating revenue to date. The Company’s management has
broad discretion with respect to the Business Combination. However, there is no assurance that the Company will be able to successfully
complete a Business Combination. All activity through September 30, 2016 related to the Company’s formation, its Initial
Public Offering, which is described below, and identifying and evaluating a target company for a Business Combination and activities
in connection with the pending acquisition of Yatra Online, Inc. a Cayman Islands exempted company limited by shares ("Yatra"),
described in Note 10. The Company has selected December 31 as its fiscal year end.
The initial stockholders
of the Company, Apple Orange LLC, Noyac Path LLC, Periscope LLC, (together the “Terrapin Sponsor”), along with Terrapin
Partners Employee Partnership 3 LLC, and MIHI LLC (the “Macquarie Sponsor”; together with the Terrapin Sponsor, the
“Sponsors”) and Terrapin Partners Green Employee Partnership, LLC have agreed, in the event the Company is required
to seek stockholder approval of its Business Combination, to vote their Founders Shares, as defined below, and any public shares
held, in favor of approving the Business Combination.
Financing
The registration statement
for the Company’s initial public offering (the “Public Offering” as described in Note 4) was declared effective
by the SEC on July 17, 2014. The Sponsors purchased, simultaneously with the closing of the Public Offering, $6,000,000 of warrants
in a private placement (Note 5).
Upon the closing of
the Public Offering and the private placement, $212,750,000 was placed in a trust account with the Continental Stock Transfer &
Trust Company (the “Trust Account”) acting as trustee.
Trust Account
The Trust Account can
be invested only in U.S. government treasury bills with a maturity of one hundred and eighty (180) days or less or in money market
funds meeting certain conditions under Rule 2a-7 under the Investment Company Act of 1940 which invest only in direct U.S. government
obligations.
The Company’s
amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay taxes or for working
capital, if any, none of the funds held in trust will be released until the earlier of: (i) the completion of the Business Combination;
or (ii) the redemption of 100% of the shares of common stock included in the units sold in the Public Offering if the Company is
unable to complete the Business Combination by December 19, 2016.
Business Combination
The Company’s
management has broad discretion with respect to the specific application of the net proceeds of the Public Offering, although substantially
all of the net proceeds of the Public Offering are intended to be generally applied toward consummating the Business Combination
with (or acquisition of) a Target Business. As used herein, “Target Business” means 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 deferred underwriting commissions
and taxes payable on interest earned) at the time the Company signs a definitive agreement in connection with the Business Combination.
There is no assurance that the Company will be able to successfully effect the Business Combination.
The Company, after
signing a definitive agreement for the Business Combination, will either (i) seek stockholder approval of the Business Combination
at a meeting called for such purpose in connection with which stockholders may seek to redeem their shares, regardless of whether
they vote for or against the Business Combination, for cash equal to their
pro rata
share of the aggregate amount then on
deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest
but less taxes payable and funds released for working capital, or (ii) provide stockholders with the opportunity to sell their
shares to the Company by means of a tender offer (and thereby avoid the need for a stockholder vote) for an amount in cash equal
to their
pro rata
share of the aggregate amount then on deposit in the Trust Account as of two business days prior to commencement
of the tender offer, including interest but less taxes payable and funds released for working capital. The decision as to whether
the Company will seek stockholder approval of the Business Combination or will allow stockholders to sell their shares in a tender
offer will be made by the Company, solely in its discretion, and will be based on a variety of factors such as the timing of the
transaction and whether the terms of the transaction would otherwise require the Company to seek stockholder approval, unless a
vote is required by NASDAQ rules. If the Company seeks stockholder approval, it will complete its Business Combination only if
a majority of the outstanding shares of common stock voted are voted in favor of the Business Combination. However, in no event
will the Company redeem or repurchase its public shares in an amount that would cause its net tangible assets to be less than $5,000,001.
In such case, the Company would not proceed with the redemption or repurchase of its public shares and the related Business Combination,
and instead may search for an alternate Business Combination.
If the Company holds
a stockholder vote or there is a tender offer for shares in connection with the Business Combination, public stockholders will
have the opportunity to have public shares redeemed or repurchased for an amount in cash equal to its pro rata share of the aggregate
amount then on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination or commencement
of the tender offer, respectively, including interest but less taxes payable and funds released for working capital. As a result,
such shares have been classified as common stock subject to possible redemption, in accordance with Financial Accounting Standards
Board ("FASB") Accounting Standards Codification ("ASC") 480, “Distinguishing Liabilities from Equity.”
Liquidation and Going Concern
As a result of the
Extension (as defined in Note 10 – Recent Developments), the Company has until December 19, 2016 to complete its Business
Combination. If the Company does not complete a Business Combination by December 19, 2016, the Company will (i) cease all operations
except for the purposes of winding up; (ii) as promptly as reasonably possible, but not more than ten business days thereafter,
redeem the public shares of common stock for a per share pro rata portion of the Trust Account, including interest, but less taxes
payable and funds released for working capital (less up to $50,000 of such net interest to pay dissolution expenses) and (iii)
as promptly as possible following such redemption, dissolve and liquidate the balance of the Company’s net assets to its
remaining stockholders, as part of its plan of dissolution and liquidation. The Sponsors and other initial stockholders have entered
into letter agreements with the Company, pursuant to which they have waived their rights to participate in any redemption with
respect to their initial shares; however, if the Sponsors or any of the Company’s officers, directors or affiliates acquire
shares of common stock in or after the Public Offering, they will be entitled to a pro rata share of the Trust Account upon the
Company’s redemption or liquidation in the event the Company does not complete the Business Combination within the required
time period. If a Business Combination is not consummated on or before December 19, 2016, this mandatory liquidation and subsequent
dissolution raises substantial doubt about the Company's ability to continue as a going concern.
In the event of liquidation, it is possible
that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less
than the initial public offering price per unit in the Public Offering.
Emerging Growth Company
Section 102(b)(1) of
the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards
until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not
have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting
standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements
that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt
out of such extended transition period which means that when a standard is issued or revised and it has different application dates
for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time
private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with
another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using
the extended transition period difficult or impossible because of the potential differences in accounting standards used.
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3.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
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Basis of presentation
The accompanying financial
statements are presented in U.S. dollars in conformity with GAAP and pursuant to the rules and regulations of the SEC.
Net loss per common share
Basic net loss per
share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
Diluted net loss per share is computed by dividing net loss per share by the weighted average number of shares of common stock
outstanding, plus, to the extent dilutive, the incremental number of shares of common stock to settle warrants, as calculated using
the treasury stock method. At September 30, 2016 and December 31, 2015, the Company had outstanding warrants to purchase 16,637,500
shares of common stock. The weighted average of these shares was excluded from the calculation of diluted loss per share of common
stock because their inclusion would have been anti-dilutive. Therefore, dilutive loss per share of common stock was equal to basic
loss per share of common stock.
Concentration of credit risk
Financial instruments
that potentially subject the Company to concentration of credit risk consist of cash accounts in a financial institution which,
at times may exceed the Federal depository insurance coverage of $250,000. The Company has not experienced losses on these accounts
and management believes the Company is not exposed to significant risks on such accounts.
Fair value of financial instruments
The fair value of the
Company’s assets and liabilities, which qualify as financial instruments under FASB ASC Topic 820, “Fair Value Measurements
and Disclosures,” approximates the carrying amounts represented in the accompanying condensed balance sheets, primarily due
to their short-term nature.
Use of estimates
The preparation of
financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Redeemable Common Stock
As discussed in Note
4, all of the 21,275,000 shares of the Company’s Class A common stock, par value $0.0001 per share (the “Class A common
stock”) sold as part of the units in the Public Offering contained a redemption feature which allows for the redemption of
shares of Class A common stock under the Company’s liquidation, tender offer, or stockholder approval provisions. In accordance
with ASC 480, redemption provisions not solely within the control of the Company require the security to be classified outside
of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity
instruments, are excluded from the provisions of ASC 480. Although the Company did not specify a maximum redemption threshold,
its charter provides that in no event will it redeem its public shares in an amount that would cause its net tangible assets (stockholders’
equity) to be less than $5,000,001. The Company recognizes changes in redemption value immediately as they occur and will adjust
the carrying value of the security to equal the redemption value at the end of each reporting period. Increases or decreases in
the carrying amount of redeemable common stock shall be affected by changes in retained earnings, or in the absence of retained
earnings, by charges against paid-in capital in accordance with FASB ASC 480-10-S99.
Income taxes
The Company complies
with the accounting and reporting requirements of FASB ASC Topic 740, “Income Taxes,” which requires an asset and liability
approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences
between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts,
based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. Valuation
allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. At September 30,
2016 and December 31, 2015, the Company has a net deferred tax asset, before valuation allowance, of approximately $1,334,000 and
$366,000, respectively, related to net operating loss carry forwards, organization costs, and start-up costs. Management has determined
that a full valuation allowance of the deferred tax asset is appropriate at this time.
FASB ASC Topic 740
prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions
taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not
to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. There were no unrecognized tax benefits as of September 30, 2016. No amounts were accrued for
the payment of interest and penalties at September 30, 2016. The Company is currently not aware of any issues under review that
could result in significant payments, accruals or material deviation from its position. The Company is subject to income tax examinations
by major taxing authorities since inception.
The Company may be
subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes.
These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax
jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws. The Company’s management does not expect
that the total amount of unrecognized tax benefits will materially change over the next twelve months.
Recent Accounting Pronouncements
Management does not
believe that any recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material
effect on the Company’s consolidated financial statements.
On July 22, 2014, the
Company sold 21,275,000 units at a price of $10.00 per unit (the “Public Units’) in the Public Offering, including
the sale of units upon full exercise of the underwriters’ overallotment option. Each Unit consists of one share of the Company’s
Class A common stock, $0.0001 par value per share, and one redeemable Class A common stock purchase warrant (the “Public
Warrants”).
Under the terms
of the warrant agreement, the Company has agreed to use its best efforts to file a new registration statement under the Securities
Act following the completion of the Business Combination. Each Public Warrant entitles the holder to purchase one-half of one share
of Class A common stock at an exercise price of $5.75 per half share. No fractional shares will be issued upon exercise of the
warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest in a share, the Company
will, upon exercise, round down to the nearest whole number the number of shares of common stock to be issued to the warrant holder.
Each Public Warrant will become exercisable on the later of 30 days after the completion of the Company’s Business Combination
or 12 months from the closing of the Public Offering and will expire five years after the completion of the Company’s Business
Combination or earlier upon redemption or liquidation. However, if the Company does not complete its Business Combination on or
prior to the 24-month period allotted to complete the Business Combination, the Public Warrants will expire at the end of such
period. If the Company is unable to deliver registered shares of common stock to the holder upon exercise of Public Warrants issued
in connection with the 21,275,000 Public Units during the exercise period, there will be no net cash settlement of these Public
Warrants and the Pubic Warrants will expire worthless, unless they may be exercised on a cashless basis in the circumstances described
in the warrant agreement. Once the warrants become exercisable, the Company may redeem the outstanding warrants in whole and not
in part at a price of $0.01 per warrant upon a minimum of 30 days’ prior written notice of redemption, only in the event
that the last sale price of the Company’s shares of common stock equals or exceeds $24.00 per share for any 20 trading days
within the 30-trading day period ending on the third trading day before the Company sends the notice of redemption to the warrant
holders.
The Company paid an
upfront underwriting discount of $4,250,000 (approximately 2.0%) of the per unit offering price to the underwriters at the closing
of the Public Offering, with an additional fee (the “Deferred Discount”) of $7,451,250 (approximately 3.5%) of the
gross offering proceeds payable upon the Company’s completion of the Business Combination. Effective July 13, 2016, the underwriters
agreed that in the event that the Deferred Discount becomes payable from the Trust Account upon the Company’s consummation
of the transactions contemplated by the Business Combination Agreement, such aggregate Deferred Discount shall be reduced by 50%,
from $0.35 per Unit ($7,451,250 in the aggregate) to $0.175 per Unit ($3,725,625 in the aggregate). The Deferred Discount will
become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes its Business
Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount.
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5.
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RELATED PARTY TRANSACTIONS
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Founder Shares
On December 31, 2013,
the Company issued an aggregate of 5,250,000 units, each unit consisting of one share of common stock and one warrant to purchase
one half of one share of common stock, to the Terrapin Sponsor and Terrapin Partners Employee Partnership 3 LLC (the “Founder
Units”) for an aggregate purchase price of $25,000. On May 15, 2014, the Company cancelled the warrants issued as part of
these Founder Units resulting in the net issuance of 5,250,000 shares (“Founder Shares”). On M
ay
19, 2014, the Company implemented an approximate 1.0131 -for- 1 stock split, re-characterized its Founder Shares as Class F common
shares, and authorized the issuance of Class A common stock and undesignated shares. Further, on May 19, 2014, Apple Orange LLC
sold 1,211,563 Founder Shares to the Macquarie Sponsor and transferred 56,061 Founder Shares to Terrapin Partners Green Employee
Partnership, LLC, an affiliate of Apple Orange LLC.
The Founder Shares are identical to the Class A common stock included
in the Public Units sold in the Public Offering except that the Founder Shares are subject to certain transfer restrictions and
contingent adjustments, as described in more detail below (Note 9
Class F Common Stock
).
The initial stockholders
have agreed not to transfer, assign or sell any of their Founder Shares until one year after the Business Combination (the “lock
up”). Notwithstanding the foregoing, if the last sale price of the common stock equals or exceeds $12.00 per share (as adjusted
for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading
day period commencing at least 150 days after the initial Business Combination, or if the Company consummates a transaction after
the initial Business Combination which results in the stockholders having the right to exchange their shares for cash or property,
the Founder Shares will be released from the lock-up.
Rights
– The
Founder Shares are identical to the public shares except that (i) Founder Shares are subject to certain transfer restrictions,
as described above, and (ii) the initial stockholders have agreed to waive redemption rights in connection with the Business Combination
with respect to the Founders Shares. However, the initial stockholders will be entitled to redemption rights with respect to any
shares they hold by way of public market purchase if the Company fails to consummate the Business Combination within 24 months
from the closing of the Public Offering.
Voting
–
If the Company seeks stockholder approval of the Business Combination, the initial stockholders have agreed to vote their Founder
Shares and any public shares purchased during or after the Public Offering in favor of the Business Combination.
Redemption
–
Although the initial stockholders have waived their redemption rights with respect to the Founder Shares if the Company fails to
complete the Business Combination within the prescribed time frame, they will be entitled to redemption rights with respect to
any public shares they may own.
Contingent Forward
Purchase
The Macquarie sponsor
has committed to purchase, and the Company has committed to sell, 4,000,000 units on the same terms as the sale of units in the
Public Offering (except for certain transfer restrictions) at $10.00 per unit, in a private placement for gross proceeds of approximately
$40,000,000 to occur concurrently with the consummation of the Business Combination. The funds will be used as part of consideration
to the sellers in the Business Combination; any excess funds from this private placement will be used for working capital in the
post-transaction company. This commitment is independent of the percentage of stockholders selecting to redeem their shares and
provides the Company with a minimum funding level for the Business Combination. In exchange for this commitment, the Company has
agreed to issue to the Macquarie Sponsor 1,000,000 Class F Founder Shares at the closing of the Business Combination and such private
placement.
Private Placement
Warrants
The Sponsors have purchased
from the Company an aggregate of 12,000,000 warrants at a price of $0.50 per warrant (a purchase price of $6,000,000) in a private
placement that occurred simultaneously with the completion of the Public Offering (the “Private Placement Warrants”).
Each Private Placement Warrant entitles the holder to purchase one-half of one share of Class A common stock at $5.75 per half
share. The purchase price of the Private Placement Warrants was added to the proceeds from the Public Offering held in the Trust
Account pending completion of the Business Combination.
The Private Placement
Warrants (including the Class A common stock issuable upon exercise of the Private Placement Warrants) will not be transferable,
assignable or salable until 30 days after the completion of the Business Combination and they will be non-redeemable so long as
they are held by the Sponsors or their permitted transferees. If the Private Placement Warrants are held by someone other than
the Sponsors or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by
such holders on the same basis as the Public Warrants included in the units sold in the Public Offering. Otherwise, the Private
Placement Warrants have terms and provisions that are identical to those of the Public Warrants sold as part of the units in the
Public Offering and have no net cash settlement provisions.
If the Company does
not complete the Business Combination, then the Private Placement Warrants proceeds will be part of the liquidation distribution
to the public stockholders and the Private Placement Warrants will expire worthless.
Registration Rights
The holders of the
Founder Shares and Private Placement Warrants hold registration rights to require the Company to register the sale of any of the
securities held by them pursuant to a registration rights agreement. The holders of Units (and underlying securities) and Founder
Shares purchased in the Contingent Forward Purchase hold similar registration rights. The holders of these securities will be entitled
to make up to three demands, excluding short form registration demands, that the Company register such securities for sale under
the Securities Act. In addition, these holders will have “piggy-back” registration rights to include their securities
in other registration statements filed by the Company. However, the registration rights agreement provides that the Company will
not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock
up period. The Company will bear the costs and expenses of filing any such registration statements.
Expense Advance
Agreement
On July 16, 2014, the
Sponsors entered into an agreement (the “Expense Advance Agreement”) to advance to the Company, as may be requested
by the Company, up to $500,000 each, for an aggregate of $1,000,000, in working capital loans in the form of promissory notes to
be provided to fund expenses relating to investigating and selecting a target business and other working capital requirements prior
to the Business Combination. Such note(s) shall bear no interest and shall be convertible into Public Warrants at a price of $0.50
at the option of the note holder.
On July 19, 2016, the
Company issued promissory notes to the Sponsors in the aggregate amount of $250,000 pursuant to the Expense Advance Agreement.
The notes bear no interest and are convertible into warrants identical to the Public Warrants at a price of $0.50 per warrant at
the option of the note holder. As of September 30, 2016, the promissory notes had not been converted and remained outstanding.
Administrative Service
Agreement
Commencing on July
17, 2014, the Company has agreed to pay $10,000 a month for office space, administrative services and secretarial support to Terrapin
Partners LLC, an affiliate of the Terrapin Sponsor. Upon the completion of the Business Combination or the liquidation of the Company,
the Company will cease paying these monthly fees. As of September 30, 2016 and December 31, 2015, the Company had a balance of
approximately $588 and $273, respectively, payable to related parties.
The Company paid an
upfront underwriting discount of $4,250,000 (approximately 2.0%) of the per unit offering price to the underwriters at the closing
of the Public Offering, with an additional fee (the “Deferred Discount”) of $7,451,250 (approximately 3.5%) of the
gross offering proceeds payable upon the Company’s completion of the Business Combination.
Effective July 13,
2016, the underwriters agreed that in the event that the Deferred Discount becomes payable from the Trust Account upon the Company’s
consummation of the transactions contemplated by the Business Combination Agreement, such aggregate Deferred Discount shall be
reduced by 50%, from $0.35 per Unit ($7,451,250 in the aggregate) to $0.175 per Unit ($3,725,625 in the aggregate). The Deferred
Discount will become payable to the underwriters from the amounts held in the Trust Account solely in the event the Company completes
its Business Combination. The underwriters are not entitled to any interest accrued on the Deferred Discount.
As of December 31,
2015, a total of $212,750,000, consisted of $206,750,000 of the net proceeds from the Public Offering and $6,000,000 from the sale
of the Private Placement Warrants, was placed in the Trust Account.
As of September 30,
2016, a total of $99,381,200, included $93,381,200 of the net proceeds from the Public Offering and $6,000,000 from the sale of
the Private Placement Warrants, was held in the Trust Account.
As of September 30,
2016, the Company’s Trust Account consists of $99,398,744 invested in an Institutional Money Market Fund. As of December
31, 2015, investment securities in the Company’s Trust Account consisted of 212,750,000 invested in an Institutional Money
Market Fund and another $1,267 held as cash and cash equivalents.
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8.
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FAIR VALUE MEASUREMENT
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The Company complies
with ASC 820, “Fair Value Measurement,” for its financial assets and liabilities that are re-measured and reported
at fair value at each reporting period, and non-financial assets and liabilities that are re-measured and reported at fair value
at least annually.
The following table
presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis as of
September 30, 2016 and December 31, 2015, and indicates the fair value hierarchy of the valuation techniques the Company utilized
to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active
markets for identical assets or liabilities. Fair values determined by Level 2 inputs utilize data points that are observable such
as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for
the asset or liability, and includes situations where there is little, if any, market activity for the asset or liability:
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September 30,
2016
(unaudited)
|
|
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Quoted Prices
in Active
Markets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
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|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Money Market Fund held in Trust Account
|
|
$
|
99,398,744
|
|
|
$
|
99,398,744
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
December 31,
2015
|
|
|
Quoted Prices
in Active
Markets
(Level 1)
|
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
|
Significant
Other
Unobservable
Inputs
(Level 3)
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Institutional Money Market Fund held in Trust Account
|
|
$
|
212,750,000
|
|
|
$
|
212,750,000
|
|
|
$
|
-
|
|
|
$
|
-
|
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On May 19, 2014, the
Company implemented an approximate 1.0131-for-1 stock split, re-characterized its Founder Shares as shares of Class F common stock,
and authorized the issuance of Class A common stock and undesignated common stock. All share issuances prior to the stock split
have been retroactively adjusted to reflect the stock split.
Common Stock
Class A Common
Stock
— The Company is authorized to issue 90,000,000 shares of Class A common stock with a par value of $0.0001
per share. Holders of the Company’s Class A common stock are entitled to one vote for each Class A common share. At September
30, 2016 and December 31, 2015, there were 21,275,000 and 9,938,112 shares of Class A common stock issued and outstanding, respectively.
At September 30, 2016 and December 31, 2015, 8,798,016 and 20,064,603 shares were subject to possible redemption, respectively.
Class F Common
Stock
— The Company is authorized to issue 10,000,000 shares of Class F common stock with a par value of $0.0001
per share (the “Class F common stock”). Holders of the Company’s Class F common stock are entitled to one vote
for each Class F common share. Shares of Class F common stock are convertible into shares of Class A common stock at a ratio of
one-for-one. In the case that additional shares of Class A common stock, or equity-linked securities, are deemed issued in excess
of the amounts offered in the Public Offering and related to the closing of the Business Combination, shares of Class F common
stock are subject to future modification to provide for an adjustment to the ratio by which they shall convert into shares of Class
A common stock. Such adjustment will result in additional shares of Class A common stock issuable upon the conversion of Class
F common stock. The number of shares of Class A common stock issuable upon conversion of all shares of Class F common stock will
equal, in the aggregate, 20% of the total number of all shares of Class A common stock sold in the Public Offering plus all common
shares or equity-linked securities deemed to be issued in connection with the Business Combination, excluding any shares or equity-linked
securities issued, or issuable, to any seller in the Business Combination or pursuant to warrants issued to the Sponsors plus Class
F common stock and the Class A common stock (but not the warrants) issued pursuant to the forward purchase contract with the Macquarie
sponsor. At September 30, 2016 and December 31, 2015, there were 5,318,750 shares of Class F common stock issued and outstanding.
Common Stock
— The Company is authorized to issue 10,000,000 shares of undesignated common stock with a par value of $0.0001 per share with
such designations, voting and other rights and preferences as may be determined from time to time by the Board of Directors. At
September 30, 2016 and December 31, 2015, there were no shares of undesignated common stock issued and outstanding.
Preferred Stock
Preferred
Stock —
The Company is authorized to issue 10,000,000 shares of preferred stock with such designations, voting
and other rights and preferences as may be determined from time to time by the Board of Directors. At September 30, 2016 and December
31, 2015, there were no shares of preferred stock issued and outstanding.
The Proposed Transaction
On July 13, 2016, the
Company, Yatra, T3 Parent Corp. (“Terrapin Parent”), T3 Merger Sub Corp. (“Terrapin Merger Sub”), the Macquarie
Sponsor and Shareholder Representative Services LLC, solely in its capacity as a representative of Yatra's shareholders, entered
into a business combination agreement (the “Initial Business Combination Agreement”), providing for the combination
of the Company and Yatra (the “Transaction”) pursuant to which the Company will become a partially-owned subsidiary
of Yatra. Subsequently, on September 28, 2016, the parties to the Initial Business Combination Agreement entered into an Amended
and Restated Business Combination Agreement (the “Business Combination Agreement”). Founded in 2006, Yatra is based
in Gurgaon, India and is a leading online travel agent and consolidator of travel products. The consummation of the Transaction
is subject to a number of conditions set forth in the Business Combination Agreement including, among others, receipt of the requisite
approval of the stockholders of the Company and the execution of the various transaction agreements.
The Business Combination
Agreement provides for two Mergers (the “Mergers”): (i) first, Terrapin Merger Sub will merge with and into the Company
(the “First Merger”), with the Company surviving the First Merger as a partially owned subsidiary of Terrapin Parent;
and (ii) second, immediately following the consummation of the First Merger, in which Terrapin Parent will merge with and into
Yatra (the “Second Merger”), with Yatra surviving the Second Merger. As a result of the Mergers, the Company will become
a partially owned subsidiary of Yatra.
Pursuant to the Mergers,
each share of Class A common stock issued and outstanding immediately prior to the effective time of the Mergers (other than redeemed
shares), will be automatically converted into one ordinary share, par value $0.0001 per share, of Yatra (each an “Ordinary
Share”). In connection with, and as a condition to the consummation of, the Transaction, the Business Combination Agreement
provides that the Company and the holders of Class F common stock will enter into a Forfeiture Agreement, pursuant to which such
holders will forfeit one-half of the shares of Terrapin Class F common stock held by them, effective as of immediately prior to
the consummation of the Transaction (except that, because the Macquarie Sponsor will forego its right to acquire 1,000,000 shares
of Terrapin Class F common stock pursuant to the amendment to the Forward Purchase Contract, dated July 16, 2014, between the Company
and the Macquarie Sponsor, it will forfeit 105,781 of its 1,211,563 shares of Terrapin Class F Common Stock, resulting in an aggregate
forfeiture of one-half of the shares of Class F common stock which they otherwise would have been entitled to receive). Following
such forfeiture, 3,159,375 shares of Class F common stock will remain outstanding. Each share of Class F common stock issued and
outstanding immediately prior to the effective time of the Mergers will remain outstanding as a share of Class F common stock,
and, pursuant to the Mergers, each holder of Terrapin Class F common stock will also receive one Class F Share, par value $0.0001,
of Yatra (each, a “Class F Share”) for each share of Class F common stock held by such holder. The Class F Shares will
be voting shares only and have no economic rights. Following the consummation of the Transaction, the holders of Class F common
stock will be entitled to exchange their shares of Class F common stock for Ordinary Shares (on a share for share basis) and, upon
such exchange, an equal number of Class F Shares held by the exchanging shareholder will be converted by Yatra into 0.0001 of an
Ordinary Share for each Class F Share converted.
Each of Yatra’s
Ordinary Share certificates issued and outstanding immediately prior to the effective time of the Second Merger will be automatically
deemed to be substituted by one Ordinary Share certificate registered pursuant to an effective registration statement on Form F-4
of Yatra fled with the SEC. Each Ordinary Share issued and outstanding immediately prior to the effective time of the Mergers will
ultimately receive a fraction of a Yatra Ordinary Share, which such fraction is calculated on the basis of a pre-closing enterprise
value of Yatra equal to $218 million as increased by the aggregate exercise price of all outstanding Yatra options and warrants
and as increased by the amount of Yatra’s cash and decreased by the amount of Yatra’s indebtedness, in each case, as
set forth on Yatra’s balance sheet dated June 30, 2016
.
Promissory
Notes
On July 19, 2016, the
Company issued promissory notes to the Sponsors in the aggregate amount of $250,000 pursuant to the Expense Advance Agreement,
dated July 16, 2014, by and between the Sponsors and the Company. The notes bear no interest and are convertible into warrants
identical to the Public Warrants at a price of $0.50 per warrant at the option of the note holder (Note 5).
The Extension
On July 19, 2016, at
a special meeting of the Company’s stockholders, the stockholders approved the following items: (i) an amendment to the Company’s
amended and restated certificate of incorporation to extend the date by which the Company has to consummate a business combination
(the “Extension”) for an additional 150 days, from July 22, 2016 to December 19, 2016 (the “Extended Date”),
provided that the Company has executed a definitive agreement for a business combination on or before July 22, 2016; and (ii) an
amendment to the Company’s investment management trust agreement, dated July 16, 2014, by and between the Company and Continental
Stock Transfer & Trust Company to extend the date on which to commence liquidating the trust account established in connection
with the Public Offering in the event the Company has not consummated a business combination by the Extended Date.
In connection with
the special meeting held on July 19, 2016, stockholders holding shares of Class A common stock were permitted to exercise their
right to redeem their shares for a pro rata portion of the trust account at a redemption price of $10.00 per share. Stockholders
holding 11,336,888 shares of Class A common stock elected to have their shares redeemed. As a result of such redemptions, as of
September 23, 2016, a total of approximately $99.38 million remains in the Company’s trust account and a total of 9,938,112
shares of Class A common stock remain outstanding.
Nasdaq Notice
On August 23, 2016,
the Company received a written notice (the “Notice”) from the Listing Qualifications Department of The Nasdaq Stock
Market (“Nasdaq”) indicating that the Company is not in compliance with Listing Rule 5550(a)(3) (the “Minimum
Public Holders Rule”), which requires the Company to have at least 300 public holders for continued listing on the NASDAQ
Capital Market. The Notice is a notification of deficiency and has no current effect on the listing or trading of the Company’s
securities on the NASDAQ Capital Market.
The Notice stated that
the Company has 45 calendar days to submit a plan to regain compliance with the Minimum Public Holders Rule. On September 16, the
Company submitted a plan to regain compliance with the Minimum Public Holders Rule within the required timeframe. If Nasdaq accepts
the Company’s plan, Nasdaq may grant the Company an extension of up to 180 calendar days from the date of the Notice to evidence
compliance with the Minimum Public Holders Rule. If Nasdaq does not accept the Company’s plan, the Company will have the
opportunity to appeal the decision in front of a Nasdaq Hearings Panel.
The Company evaluates subsequent events
and transactions that occur after the balance sheet date up to the date that the financial statements are filed for potential recognition
or disclosure. The Company did not identify any subsequent events that require adjustment or disclosure in the financial
statements.