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Delaware (State or other jurisdiction of incorporation or organization)		6770 (Primary Standard Industrial Classification Code Number)		13-4367332 (I.R.S. Employer Identification Number)
757 Third Ave., Suite 202 New York, NY  10017 (212) 413-0803 (Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

 

Copies to:
M. Ridgway Barker Kelley Drye & Warren LLP 400 Atlantic St. Stamford, CT  06901 (203) 324-1400 (203) 327-2669 Facsimile		Deanna Kirkpatrick Davis Polk & Wardwell 450 Lexington Avenue New York, NY 10017 (212) 450-4000 (212) 450-3800 Facsimile

 

 

 

 

 

 

 

Title of Each Class of Security Being Registered	Amount Being Registered	Proposed Maximum Offering Price Per Unit (1)		Proposed Maximum Aggregate Offering Price (1)		Amount of Registration Fee
Units, each consisting of one share of common stock, par value $0.001 per share, and one warrant (2)	17,250,000 units	$10.00		$172,500,000		$5,295.75
Shares of common stock included as part of the units (2)	17,250,000 shares	–		–		–	(3)
Warrants included in the units (2)(4)	17,250,000 warrants	–		–		–	(3)
Shares of common stock underlying the warrants included in the units (4)	17,250,000 shares	$7.50		$129,375,000		$3,971.81
Totals				$301,875,000		$9,267.56	(5)

 

 

 

 

 

(5)    Previously paid.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

	Per Unit			Total
Public Offering Price	$	10.00		$	150,000,000
Underwriting Discount(1)	$	0.70		$	10,500,000
Proceeds to us (before expenses)	$	9.30		$	139,500,000

(1)

Includes $0.325 per unit, or approximately $4.9 million in the aggregate (or approximately $5.6 million if the underwriters’ over-allotment option is exercised in full), payable to the underwriters for deferred underwriting commissions to be placed in the trust account described below. Such funds will be released to the underwriters only on completion of an initial business combination, as described in this prospectus.

 

 

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		Page
Summary		1
Risk Factors		25
Cautionary Note Regarding Forward-Looking Statements		48
Use of Proceeds		50
Dividend Policy		52
Dilution		53
Capitalization		55
Management’s Discussion and Analysis of Financial Condition and Results of Operations		57
Proposed Business		61
Management		87
Principal Stockholders		95
Certain Relationships and Related Transactions		99
Description of Securities		101
Material U.S. Federal Tax Considerations		110
Underwriting		117
Legal Matters		120
Experts		121
Where You Can Find Additional Information		121
Index to Financial Statements		F-1

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities offered			15,000,000 units, at $10.00 per unit, each unit consisting of:
			•   one share of common stock; and
			•   one warrant.
Trading commencement and separation of common stock and warrants			The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 35th day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our having filed the Current Report on Form 8-K described below and having issued a press release announcing when such separate trading will begin.
Separate trading of the common stock and warrants is prohibited until we have filed a Current Report on Form 8-K			In no event will the common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the Securities and Exchange Commission containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file the Current Report on Form 8-K upon the consummation of this offering, which is anticipated to take place four business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option, but will not be a condition to separate trading.
Units:
	Number outstanding before this offering		0
	Number outstanding after this offering		15,000,000 (1)
Common stock:
	Number outstanding before this offering		4,312,500(2)
	Number outstanding after this offering		18,750,000(1)
Warrants:
	Number of warrants outstanding before this offering		0
	Number of sponsor warrants to be sold simultaneously with closing of this offering		3,475,000
	Number of warrants to be outstanding after this offering and the private placement		18,475,000(1)

(2)   Includes an aggregate of 562,500 founder’s shares held by our initial stockholders that are subject to forfeiture to the extent the over-allotment option is not exercised by the underwriters.

 

 

Exercisability		Each warrant offered in this offering is exercisable to purchase one share of our common stock.
Exercise price		$7.50 per share
Exercise period		The warrants will become exercisable on the later of:     • the completion of our initial business combination, or     • 12 months from the date of this prospectus; provided in each case that we have an effective registration statement under the Securities Act covering the shares of common stock issuable upon exercise of the warrants.
		We have agreed to use our best efforts to file and have an effective registration statement covering the shares of common stock issuable upon exercise of the warrants as of the date the warrants become exercisable and to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed.
		The warrants will expire at 5:00 p.m., New York time, five years from the date of this prospectus or earlier upon redemption. On the exercise of any warrant, the warrant exercise price will be paid directly to us and not placed in the trust account.
Redemption		Once the warrants become exercisable we may redeem the outstanding warrants (except as described below with respect to the sponsor warrants):

		•	in whole and not in part;
		•	at a price of $.01 per warrant;
		•	upon a minimum of 30 days’ prior written notice of redemption (the “30-day redemption period”); and
		•	if, and only if, the last sale price of our common stock equals or exceeds $13.75 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption to the warrant holders.

		We will not redeem the warrants unless an effective registration statement covering the shares of common stock issuable upon exercise of the warrants is current and available throughout the 30-day redemption period.
		If we call the warrants for redemption as described above, our management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and

 

 

 

 

 

		the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants.   None of the sponsor warrants will be redeemable by us so long as they are held by Mr. Mancuso or his permitted transferees.
Reasons for redemption limitations		We have established the above conditions to our exercise of redemption rights to:

		•	provide warrant holders with adequate notice of redemption;
		•	permit redemption only after the then-prevailing common stock price is substantially above the warrant exercise price; and
		•	ensure a sufficient differential between the then-prevailing common stock price and the warrant exercise price so there is a buffer to absorb the market reaction, if any, to our redemption of the warrants.

		If the foregoing conditions are satisfied and we issue a notice of redemption, each warrant holder can exercise his, her or its warrants prior to the scheduled redemption date. However, the price of the common stock may fall below the $13.75 trigger price as well as the $7.50 warrant exercise price after the redemption notice is issued.
Proposed American Stock Exchange symbols		Units: “DQQ.U” Common Stock: “DQQ” Warrants: “DQQ.WS”
Founder’s shares		On November 7, 2007 our sponsor purchased an aggregate of 4,312,500 founder’s shares for an aggregate purchase price of $25,000, or approximately $0.006 per share. This includes an aggregate of 562,500 founder’s shares subject to forfeiture by our initial stockholders to the extent that the underwriters’ over-allotment option is not exercised so that our initial stockholders will collectively own 20% of our issued and outstanding shares after this offering (assuming none of them purchase units in this offering).

 

 

 

 

The founder’s shares are identical to the shares of common stock included in the units being sold in this offering, except that:

		•	the founder’s shares are subject to the transfer restrictions described below;
		•	our sponsor has agreed to vote the founder’s shares in the same manner as a majority of the outstanding shares of common stock sold in this offering and held by the public stockholders are cast in connection with the vote required to approve our initial business combination and to amend our amended and restated certificate of incorporation to provide for our perpetual existence in connection with a vote to approve our initial business combination;
		•	our sponsor will not be able to exercise conversion rights (as described below) with respect to the founder’s shares; and
		•	our sponsor has agreed to waive its rights to participate in any liquidation distribution with respect to the founder’s shares if we fail to consummate an initial business combination.

 

Transfer restrictions on founder’s shares		Our sponsor and The Dellacorte Group LLC have agreed not to transfer, assign or sell any of the founder’s shares (except as described below under “Principal Stockholders—Transfers of Common Stock and Warrants by Our Sponsor”) until 180 days after the completion of our initial business combination.
Sponsor warrants		Mr. Mancuso has agreed to purchase sponsor warrants exercisable to purchase 3,475,000 shares of our common stock for approximately $3.5 million ($1.00 per warrant) upon the closing of this offering. The purchase price of the sponsor warrants will be added to the proceeds from this offering to be held in the trust account. If we do not complete an initial business combination within 24 months (or up to 36 months if stockholders approve an amendment to our amended and restated certificate of incorporation) after the date of this prospectus, the proceeds of the sale of the sponsor warrants will become part of the distribution of the trust account to our public stockholders and the sponsor warrants will expire worthless.   The sponsor warrants are identical to the warrants included in the units sold in this offering except that the sponsor warrants:

		•	are subject to the transfer restrictions described below;
		•	are non-redeemable by us so long as they are held by

 

 

 

 

 

Mr. Mancuso or his permitted transferees; and

•

May be exercised by our initial stockholders or their permitted transferees on a cashless basis.

 

 

		The holders of the warrants purchased in this offering will not be able to exercise those warrants unless we have an effective registration statement covering the shares issuable upon their exercise and a related current prospectus available.  Although the shares of common stock issuable pursuant to the sponsor warrants will not be issued pursuant to a registration statement, so long as they are held by our initial stockholders and their permitted transferees, the warrant agreement provides that the sponsor warrants may not be exercised unless a registration statement relating to the common stock issuable upon exercise of the warrants purchased in this offering is effective and a related current prospectus is available.
Transfer restrictions on sponsor warrants		The sponsor warrants (including the common stock issuable upon exercise of the sponsor warrants) will not be transferable, assignable or salable (except as described below under “Principal Stockholders—Transfers of Common Stock and Warrants by Our Initial Stockholders”) until after the completion of our initial business combination.
Exercise of sponsor warrants		Mr. Mancuso and his permitted transferees will be entitled to exercise the sponsor warrants as described above for cash or on a cashless basis using the same formula that would apply to other warrant holders if they were required to exercise their warrants on a cashless basis in connection with a redemption of the warrants.
Registration rights		Concurrently with the issuance and sale of securities in this offering, we will enter into a registration rights agreement with our initial stockholders with respect to securities held by them from time to time. The registration rights agreement will provide that, in certain instances, these holders may require us to register any of our securities held by them on a registration statement filed under the Securities Act, provided that such registration statement would not become effective until termination of the applicable lock-up period. We will bear the expenses incurred in connection with filing any such registration statement.

Risks

 

 

 

 

 

		March 31, 2008
		Actual			As Adjusted
		(unaudited)
Balance Sheet Data:
Working capital		$	25,000		$	142,250,000
Total assets			372,353			147,125,000
Total liabilities			347,353			4,875,000
Value of common stock which may be converted to cash(1)			—			44,099,990
Stockholders’ equity			25,000			98,150,010

(1)

If we consummate our initial business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to 30% (minus one share) of the aggregate number of shares sold in this offering at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (initially approximately $9.80 per share (or approximately $9.78 per share if the underwriters’ over-allotment option is exercised in full)), before payment of deferred underwriting discounts and commissions and including accrued interest, net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income previously released to us for working capital requirements, as of two business days prior to the proposed consummation of our initial business combination, divided by the number of shares sold in this offering. We will not consummate any business combination if holders owning more than 30% (minus one share) of our outstanding shares of common stock sold in this offering exercise their conversion rights.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

			Without Over- Allotment Option			Over-Allotment Option Exercised
Gross proceeds
	Offering gross proceeds		$	150,000,000		$	172,500,000
	Proceeds from sale of sponsor warrants			3,475,000			3,475,000
Total gross proceeds			$	153,475,000		$	175,975,000
Offering expenses(1)
	Underwriting commissions (7% of offering gross proceeds)(2)		$	10,500,000		$	12,075,000
	Legal fees and expenses			325,000			325,000
	Printing and engraving expenses			160,000			160,000
	Accounting fees and expenses			100,000			100,000
	American Stock Exchange fees			70,000			70,000
	Miscellaneous expenses			95,000			95,000
Total offering expenses			$	11,250,000		$	12,825,000
Proceeds after expenses			$	142,225,000		$	163,150,000
	Net offering proceeds held in trust			142,125,00			163,050,000
	Deferred underwriting discounts and commissions    held in trust			4,875,000			5,606,250
Total held in trust			$	147,000,000		$	168,656,250
	% of public offering size			98.0	%		97.8	%
Net offering proceeds not held in trust			$	100,000		$	100,000

 

		Amount			% of Total
Legal, accounting and other expenses in    connection with any business combination		$	675,000		30.0	%
Legal and accounting fees related to regulatory    reporting obligations			100,000		4.4
Payment for office space, administrative and    support services			240,000		10.7
Working capital to cover miscellaneous    expenses			1,235,000		54.9
Total		$	2,250,000		100.0	%

 

 

 

(1)	In addition, a portion of the offering expenses have been paid from the proceeds of a $125,000 loan from our sponsor, as described in this prospectus. This loan will be repaid upon consummation of this offering out of the proceeds of this offering not held in the trust account.

 

(2)

The underwriters have agreed to defer approximately $4.9 million of their underwriting commissions (or approximately $5.6 million if the over-allotment option is exercised in full), which equals 3.25% of the gross proceeds of this offering, until consummation of the initial business combination. Upon consummation of our initial business combination, approximately $4.9 million, which constitutes the underwriters’ deferred commissions (or approximately $5.6 million if the underwriters’ over allotment option is exercised in full) will be paid to the underwriters from the funds held in the trust account, and the remaining funds will be released to us and can be used to pay all or a portion of the purchase price of the business or businesses with which our initial business combination occurs, general corporate purposes, payment of principal or interest on indebtedness incurred in connection with our initial business combination, to fund the purchases of other companies or for working capital.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Public offering price						$	10.00
Net tangible book value before this offering		$	(0.07	)
Increase attributable to public stockholders		$	6.96
Pro forma net tangible book value after this offering and the sale of the sponsor warrants						$	6.89
Dilution to public stockholders						$	3.11

 

		Shares Purchased				Total Consideration
											Average Price Per Share
		Number		Percentage		Amount			Percentage
Initial Stockholders		3,750,000	(1)	20.0	%	$	25,000		0.017	%	$	0.007
Public Stockholders		15,000,000		80.0	%		150,000,000		99.983	%	$	10.00
		18,750,000		100.0	%	$	150,025,000		100.000	%	$	8.00

__________________

(1)	Assumes no exercise of the over-allotment option and the resulting forfeiture of 562,500 founder’s shares held by our initial stockholders.

 

Numerator:
	Net tangible book value before this offering and sale of the sponsor warrants		$	(264,173	)
	Proceeds from this offering and sale of the sponsor warrants			142,225,000	(1)
	Offering costs excluded from net tangible book value before this offering			289,173
	Less: Proceeds held in trust subject to conversion to cash ($9.80 × 4,499,999 shares)			44,099,990
			$	98,150,010
Denominator:
	Shares of common stock outstanding prior to this offering			3,750,000	(1)
	Shares of common stock included in the units offered			15,000,000
	Shares of common stock included in the private placement units offered			0
	Less: Shares subject to conversion			(4,499,999	)
				14,250,001

(1)	Assumes no exercise of the over-allotment option and the resulting forfeiture of 562,500 founder’s shares held by our initial stockholders.

 

 

 

		March 31, 2008
		Actual			As Adjusted(1)
		(Unaudited)
Accrued expenses		$	222,353		$	—
Deferred underwriting commissions			—			4,875,000
Notes payable to affiliate(2)			125,000			—
		212,904			4,875,000
Common stock, 0 and 4,499,999 of which are     subject to possible conversion at conversion    value(3)	—				44,099,990
Stockholders’ equity (deficit):
Preferred stock, $0.001 par value, 15,000,000    shares authorized; none issued or outstanding			—			—
Common stock, $0.001 par value, 150,000,000    shares authorized; 4,312,500 shares issued and    outstanding, 18,750,000 shares issued and    outstanding, as adjusted (excluding 4,499,999    shares subject to possible conversion)			4,312			14,250	(4)
Additional paid-in capital			20,688			98,135,760
Deficit accumulated during the development stage			—			—
Total stockholders’ equity			25,000			98,150,010
Total capitalization		$	372,353		$	147,125,000

(1)	Includes approximately $3.5 million we will receive from the sale of the sponsor warrants.

 

(2)	Note payable to affiliate is a promissory note issued in the amount of $125,000 in the aggregate to our sponsor. The note is non-interest bearing and is payable on the earlier of December 31, 2008 or the consummation of this offering.

 

(3)

If we consummate our initial business combination, the conversion rights afforded to our public stockholders may result in the conversion into cash of up to 30% (minus one share) of the aggregate number of shares sold in this offering at a per-share conversion price equal to the aggregate amount then on deposit in the trust account (initially approximately $9.80 per share (or approximately $9.78 per share if the underwriters’ over-allotment option is exercised in full)), before payment of deferred underwriting discounts and commissions and including accrued interest, net of any income taxes due on such interest, which income taxes, if any, shall be paid from the trust account, and net of interest income previously released to us for working capital requirements, as of two business days prior to the proposed consummation of our initial business combination divided by the number of shares sold in this offering. We will not consummate any business combination if holders of more than 30% (minus one share) of our outstanding shares of common stock sold in this offering exercise their conversion rights.

 

 

 

(4)	Assumes the over-allotment option has not been exercised and an aggregate of 562,500 founder’s shares held by our sponsor have been forfeited.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

		Terms of Our Offering		Terms Under a Rule 419 Offering
Escrow of offering proceeds		Approximately $142.1 million of the net offering proceeds, as well as the approximately $3.5 million net proceeds from the sale of the sponsor warrants and approximately $4.9 million in deferred underwriting commissions (or approximately $5.6 million if the underwriters’ over-allotment option is exercised in full), will be deposited into a trust account at J.P. Morgan Chase, N.A. maintained by Continental Stock Transfer & Trust Company, as trustee.		Approximately $125.6 million of the offering proceeds, representing the gross proceeds of this offering, would be required to be deposited into either an escrow account with an insured depositary institution or in a separate bank account established by a broker-dealer in which the broker-dealer acts as trustee for persons having the beneficial interests in the account.
Investment of net proceeds		Approximately $142.1 million of the net offering proceeds, as well as the approximately $3.5 million net proceeds from the sale of the sponsor warrants and approximately $4.9 million in deferred underwriting commissions (or approximately $5.6 million if the underwriters’ over-allotment option is exercised in full) held in trust will be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market that invest in such treasury bills.		Proceeds could be invested only in specified securities such as a money market fund meeting conditions of the Investment Company Act or in securities that are direct obligations of, or obligations guaranteed as to principal or interest by, the United States.
Receipt of interest on escrowed funds		Interest on proceeds from the trust account to be paid to stockholders is reduced by (i) any taxes paid or due on the interest generated and then (ii) up to $2.25 million, subject to adjustment, that can be used for working capital purposes, and (iii) in the event of our liquidation for failure to consummate our initial business combination within the allotted time, interest that may be released to us should we have no or insufficient working capital to fund the costs and expenses of our dissolution and liquidation.		Interest on funds in escrow account would be held for the sole benefit of investors, unless and only after the funds held in escrow were released to us in connection with our consummation of an initial business combination.

 

 

 

 

		Terms of Our Offering		Terms Under a Rule 419 Offering
Limitation on fair value or net assets of target business		To constitute our initial business combination, an acquisition must have a fair market value equal to at least 80% of the initial amount held in the trust account (excluding deferred underwriting commissions) at the time of such acquisition.		The fair value or net assets of a target business must represent at least 80% of the maximum offering proceeds.
Trading of securities issued		The units will begin trading on or promptly after the date of this prospectus. The common stock and warrants comprising the units will begin separate trading on the 35th day following the date of this prospectus unless Citigroup Global Markets Inc. informs us of its decision to allow earlier separate trading, subject to our having filed a Current Report on Form 8-K and having issued a press release announcing when such separate trading will begin. In no event will the common stock and warrants be traded separately until we have filed a Current Report on Form 8-K with the SEC containing an audited balance sheet reflecting our receipt of the gross proceeds of this offering. We will file the Current Report on Form 8-K upon the consummation of this offering, which is anticipated to take place four business days from the date of this prospectus. If the over-allotment option is exercised following the initial filing of such Current Report on Form 8-K, a second or amended Current Report on Form 8-K will be filed to provide updated financial information to reflect the exercise of the over-allotment option.		No trading of the units or the underlying common stock and warrants would be permitted until the completion of an initial business combination. During this period, the securities would be held in the escrow or trust account.
Exercise of the warrants		The warrants cannot be exercised until the later of our completion of our initial business combination or 12 months from the date of this prospectus.		The warrants could be exercised prior to the completion of an initial business combination, but securities received and cash paid in connection with the exercise would be deposited in the escrow or trust account.

 

 

 

Terms of Our Offering

Terms Under a Rule 419 Offering

Election to remain an investor		Stockholders will have the opportunity to vote on our initial business combination. Each stockholder will be sent a proxy statement containing information regarding such business combination. A public stockholder who wishes to exercise its conversion rights will be required to notify us of its election to exercise its conversion rights at any time after the mailing to our stockholders of the proxy statement and prior to the vote taken with respect to a proposed business combination at a meeting held for that purpose. However, a stockholder’s election to convert will not be valid unless the public stockholder votes against our initial business combination, our initial business combination is approved and completed, the public stockholder holds its shares through the closing of our initial business combination and the public stockholder follows the specific procedures for conversion that will be set forth in the proxy statement relating to the proposed initial business combination. A stockholder who does not follow these procedures or a stockholder who does not take any action would not be entitled to the return of any funds from the trust account.		A prospectus containing information pertaining to the business combination required by the SEC would be sent to each investor. Each investor would be given the opportunity to notify the company in writing, within a period of no less than 20 business days and no more than 45 business days from the effective date of a post-effective amendment to the company’s registration statement, to decide if he, she or it elects to remain a stockholder of the company or require the return of his, her or its investment. If the company has not received the notification by the end of the 45th business day, funds and interest or dividends, if any, held in the trust or escrow account are automatically returned to the stockholder. Unless a sufficient number of investors elect to remain investors, all funds on deposit in the escrow account must be returned to all of the investors and none of the securities are issued.
Business combination deadline		Pursuant to our amended and restated certificate of incorporation, which will be in effect upon consummation of this offering, our corporate existence will cease 24 months (or up to 36 months if stockholders approve an amendment to our amended and restated certificate of incorporation) after the date of this prospectus except for the purposes of winding up our affairs and we will liquidate. However, if we complete an initial business combination within this time period, we will amend this provision to allow for our perpetual existence		If an acquisition has not been consummated within 18 months after the effective date of the company’s registration statement, funds held in the trust or escrow account are returned to investors.

 

 

 

 

Terms of Our Offering

Terms Under a Rule 419 Offering

		following such business combination.
		If we are unable to complete an initial business combination prior to the date that is 24 months (or up to 36 months if stockholders approve an amendment to our amended and restated certificate of incorporation) after the date of this prospectus, our existence will automatically terminate and as promptly as practicable thereafter the trustee will commence liquidating the investments constituting the trust account and distribute the proceeds to our public stockholders, including any interest earned on the trust account not used to cover liquidation expenses, net of income taxes payable on such interest and after distribution to us of interest income on the trust account balance as described in this prospectus.
Release of funds		Except for up to $2.25 million, subject to adjustment, of the interest income (net of taxes payable on such interest) earned on the trust account balance released to us to pay any income taxes on such interest and to fund our working capital requirements, the full proceeds held in the trust account will not be released to us until the closing of our initial business combination or the failure to complete our initial business combination within the allotted time.		The proceeds held in the escrow account are not released until the earlier of the completion of an initial business combination or the failure to effect an initial business combination within the allotted time.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Name		Age		Position
Robert F. Mancuso		61		Chairman of the Board and Chief Executive Officer
Ferdinand L.J. Verdonck		65		President
Tim S. Ledwick		50		Chief Financial Officer
Paul R. Brown		53		Director Nominee
[___________]				Director Nominee

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

·	None of our officers and directors is required to commit his or her full time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activities.

 

·

In the course of their other business activities, our officers and directors may become aware of investment and business opportunities which may be appropriate for presentation to our company as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented. For a complete description of our management’s other affiliations, see “—Directors and Executive Officers.”

 

·

Our sponsor has acquired founder’s shares prior to the date of this prospectus and Mr. Mancuso has agreed to purchase sponsor warrants in a transaction that will close simultaneously with the closing of this offering. If we do not complete our initial business combination within 24 months (or up to 36 months if stockholders approve an amendment to our amended and restated certificate of incorporation) after the date of this prospectus, the proceeds of the sale of the sponsor warrants will become part of the distribution of the trust account to our public stockholders and the sponsor warrants will expire worthless resulting in potentially significant losses to our sponsor. Mr. Mancuso’s desire to avoid rendering the securities owned by him and the sponsor worthless may result in a conflict of interest when he determines whether the terms, conditions and timing of a particular business combination are appropriate and in our stockholders’ best interests, and the conflict of interest will increase as we approach the 24th month (or up to 36 months if stockholders approve an amendment to our amended and restated certificate of incorporation) following the consummation of this offering and we have not consummated a business combination. Additionally, our sponsor has agreed to waive its rights to participate in any liquidation distribution with respect to the founder’s shares if we fail to consummate our initial business combination. With certain limited exceptions, (1) the founder’s shares will not be transferable, assignable or salable by the sponsor until 180 days after completion of our initial business combination and (2) the sponsor warrants (including the common stock issuable upon exercise of the sponsor warrants) will not be transferable, assignable or salable by Mr. Mancuso or his permitted transferees until after completion of our initial business combination. Since Mr. Mancuso will indirectly own shares of our common stock through our sponsor and will directly own sponsor warrants, our chairman may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effect an initial business combination.

 

·

Our officers and directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and directors were included by a target business as a condition to any agreement with respect to an initial business combination.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

				Approximate Percentage of Outstanding Common Stock
Name and Address of Beneficial Owner		Number of Shares Beneficially Owned		Before Offering		After Offering(1)
Dellacorte Holdings LLC (our    sponsor) 757 Third Avenue, Suite 202 New York, New York 10017		3,750,000(1)		100	%	20.0	%
Robert F. Mancuso(2)(3) c/o The Dellacorte Group LLC 757 Third Avenue, Suite 202 New York, New York 10017		3,750,000(1)		100	%	20.0	%
Ferdinand L.J. Verdonck(4)		--		--	%	--	%
Tim S. Ledwick c/o The Dellacorte Group LLC 757 Third Avenue, Suite 202 New York, New York 10017		--		--	%	--	%
Paul R. Brown c/o The Dellacorte Group LLC 757 Third Avenue, Suite 202 New York, New York 10017		--		--	%	--	%
[____________]		--		--	%	--	%
All directors and executive officers as a group (five individuals)		3,750,000(1)		100	%	20.0	%

*	less than 1%

 

 

(1)	Assumes no exercise of the over-allotment option and the resulting forfeiture of an aggregate of 562,500 founder’s shares held by our initial stockholders.

(2)	Excludes up to 3,475,000 shares issuable upon exercise of sponsor warrants which are not exercisable until the later of the completion of our initial business combination or twelve months from the closing of this offering.

(3)

Mr. Mancuso is the managing member of The Dellacorte Group LLC, which is the sole member of our sponsor, and may be considered to have beneficial ownership of our sponsor’s interests in us. Mr. Mancuso disclaims beneficial ownership of any shares of our common stock in which he does not have a pecuniary interest.

 

(4)	The address of Mr. Verdonck is Nederpolder 7, B-9000 Ghent, Belgium.