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this could go goofy AH
I just read the warrant crap and had no fkng idea what they were talking about...on the one hand it says the warrants are redeemaable @ .01 by the company when the stock is > $18 but with some kicker I THINKY...now stock is halted for volatility EDIT - trading again and all over the place
any idea why the stock is running?
CLD gonna get the "Q" for Quality
Here...who the fk can understand this:
Warrants
Public Warrants
Each full warrant entitles the holder to purchase one Class A common share at a price of $11.50 per share, subject to adjustment as discussed below, at any time, unless the warrants have previously expired, commencing on the later of:
• 30 days after the consummation of the initial business combination; and
• 12 months from the closing of this offering; provided that, during the period in which the warrants are exercisable, a registration statement under the Securities Act covering the Class A common shares issuable upon exercise of the warrants is effective and a current prospectus relating to the Class A common shares issuable upon the exercise of the warrants is available.
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We will agree to use our best efforts to have an effective registration statement covering our Class A common shares reserved for issuance upon exercise of the warrants from the date the warrants become exercisable and to maintain a current prospectus relating to those Class A common shares until the warrants expire or are redeemed by us.
The warrants will expire at 5:00 p.m., New York City time, five years after the completion of our initial business combination or, if an effective registration statement covering the Class A common shares issuable upon exercise of the warrants is not then effective and a prospectus relating to such Class A common shares is not then available, upon such registration statement being effective and such prospectus being available for five consecutive business days, or in either case, earlier upon redemption or liquidation or, in either case, earlier upon redemption or liquidation by us. If we elect to redeem the warrants, we will have the option to require all holders who elect to exercise their warrants prior to redemption to do so on a cashless basis. We may redeem the warrants included in the units being sold in this offering (except as described herein with respect to the private placement warrants) at any time after the warrants become exercisable:
• 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 to each warrant holder; and
• only if (x) the closing price of our Class A common shares on NASDAQ, or any other national securities exchange on which our Class A common shares may be traded, equals or exceeds $18.00 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 warrant holders, (y) a registration statement under the Securities Act covering Class A common shares issuable upon exercise of the warrants is effective and remains effective from the date on which we send a redemption notice to and including the redemption date and (z) a current prospectus relating to the Class A common shares issuable upon exercise of the warrants is available from the date on which we send a redemption notice to and including the redemption date.
We established this last criterion to provide warrant holders with the opportunity to realize a premium to the warrant exercise price prior to the redemption of their warrants, as well as to provide them with a degree of liquidity to cushion the market reaction, if any, to our election to redeem the warrants. If the foregoing conditions are satisfied and we call the warrants for redemption, each warrant holder will then be entitled to exercise his, her or its warrants prior to the scheduled redemption date. There can be no assurance that the price of our Class A common shares will not fall below the $18.00 per share trigger price or the $11.50 per share warrant exercise price after the redemption notice is delivered. We do not need the consent of the underwriters or our shareholders to redeem the outstanding warrants.
If we call the warrants included in the units being sold in this offering for redemption, our management will have the option to require all holders that elect to exercise such warrants to do so on a “cashless basis,” provided that such cashless exercise is permitted under the laws of our corporate jurisdiction. In such event, each holder would pay the exercise price by surrendering the warrants and would receive on exercise that number of Class A common shares equal to the quotient obtained by dividing (x) the product of the number of common shares underlying the warrants being surrendered, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value and then would receive Class A common shares underlying the non-surrendered warrants. The “fair market value” shall mean the average reported closing price of our Class A common shares 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. Such warrants may not be settled on a cashless basis unless they have been called for redemption and we have required all such warrants to be settled on a cashless basis.
At or promptly following the completion of our initial business combination, we will use our best efforts to transfer our corporate domicile from the Marshall Islands to Belgium, which requires our shareholders’ approval
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under Belgian law and compliance with other applicable legal requirements. We have been advised by our Belgian legal counsel that the cashless exercise of warrants is impermissible under Belgian law, and accordingly, should we effect such transfer of corporate domicile, warrant holders will be unable to exercise their warrants on a cashless basis and, therefore, absent an exemption from registration, will be unable to exercise their warrants without an effective registration statement.
The right to exercise the warrants will be forfeited unless they are exercised before the redemption date specified in the notice of redemption. From and after the redemption date, the record holder of a warrant will have no further rights except to receive, upon surrender of the warrants, the redemption price.
The warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. You should review a copy of the warrant agreement, which has been filed as an exhibit to the registration statement of which this prospectus is a part, for a complete description of the terms and conditions applicable to the warrants.
The exercise price and number of Class A common shares issuable on exercise of the warrants may be adjusted in certain circumstances, including in the event of a stock dividend or our recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuances of Class A common shares at a price below their exercise price.
The warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied (except in the event we have required cashless exercise of the warrants in connection with a redemption) by full payment of the exercise price, by certified check payable to us, for the number of warrants being exercised. The warrant holders do not have the rights or privileges of holders of Class A common shares and any voting rights until they exercise their warrants and receive Class A common shares. After the issuance of Class A common shares upon exercise of the warrants, each holder will be entitled to one vote for each share held of record on all matters to be voted on by shareholders.
No warrants will be exercisable unless at the time of exercise a registration statement relating to Class A common shares issuable upon exercise of the warrants is effective and a prospectus relating to Class A common shares issuable upon exercise of the warrants is available and the Class A common shares have been registered or qualified or deemed to be exempt under the securities laws of the state of residence of the holder of the warrants. Holders of the warrants are not entitled to net cash settlement and the warrants may only be settled by delivery of shares of our Class A common shares and not cash. Under the terms of the warrant agreement, we will agree to meet these conditions and use our commercially reasonable efforts to maintain an effective registration statement and to make available a current prospectus relating to Class A common shares issuable upon exercise of the warrants until the expiration or earlier redemption of the warrants. However, we cannot assure you that we will be able to do so. We have no obligation to settle the warrants or otherwise permit the warrants to be exercised in the absence of an effective registration statement or a currently available prospectus. The warrants may never become exercisable if we fail to comply with these registration requirements. The warrants may be deprived of any value and the market for the warrants may be limited if holders are prohibited from exercising warrants because an effective registration statement and the prospectus relating to the Class A common shares issuable upon the exercise of the warrants is not currently available or if the Class A common shares are not qualified or exempt from qualification in the jurisdictions in which the holders of the warrants reside and we will not be required to cash settle any such warrant exercise. Warrants included in the units being sold in this offering will not be exercisable at the option of the holder on a cashless basis, provided that in connection with a call for redemption of the warrants, we may require all holders who wish to exercise their warrants to do so on a cashless basis. The private placement warrants will not be exercisable at any time unless a registration statement is effective and a prospectus is available. We are not registering the Class A common shares issuable upon exercise of the warrants at this time. However, we will agree that as soon as practicable, but in no event later than 30 days after the closing of our initial business
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combination, we will use our best efforts to file with the SEC a registration statement covering the Class A common shares issuable upon exercise of the warrants. After the filing of such registration statement, we will use our best efforts to cause the effectiveness thereof as soon as reasonably practicable and to maintain a current prospectus relating to those Class A common shares until the warrants expire or are redeemed, as specified in the warrant agreement. See “Risk Factors—Risks Associated with the Company and the Offering—We are not registering the Class A common shares issuable upon exercise of the warrants under the Securities Act or any state securities laws at this time, and such registration may not be in place when an investor desires to exercise warrants, thus precluding such investor from being able to exercise its warrants and causing such warrants to expire worthless.”
Private Placement Warrants
On , 2016, we entered into an agreement with our sponsor, pursuant to which our sponsor has agreed to purchase an aggregate of 3,333,333 private placement warrants (or 3,633,333 if the underwriters’ over-allotment option is exercised in full), each exercisable to purchase one Class A common share at $11.50 per share, subject to adjustments as described herein, at a price of $1.50 per warrant ($5,000,000 in the aggregate or $5,450,000 if the underwriters’ over-allotment option is exercised in full), in a private placement that will close simultaneously with the closing of this offering.
The private placement warrants will be identical to the warrants included in the units being sold in this offering, except that:
• the private placement warrants will be exercisable at the option of the holder on a cashless basis so long as they are held by the original purchaser or its permitted transferees and such cashless exercise is permitted under the laws of our corporate jurisdiction;
• the private placement warrants will not be redeemable by us; and
• the private placement warrants (including the Class A common shares issuable upon exercise of the private placement warrants) may not, subject to certain limited exceptions, be transferred, assigned or sold until 30 days after the completion of our initial business combination.
If a holder of the private placement warrants elects to exercise them on a cashless basis, that holder would pay the exercise price by surrendering his, her or its warrants for that number of Class A common shares equal to the quotient obtained by dividing (x) the product of the number of Class A common shares underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” by (y) the fair market value. The “fair market value” shall mean the average reported closing price of the Class A common shares 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. The reason that we have agreed that the private placement warrants will be exercisable on a cashless basis so long as they are held by the original purchaser and its permitted transferees is because it is not known at this time whether they will be affiliated with us following a business combination. If they remain affiliated with us, their ability to sell our securities in the open market will be significantly limited. We expect to have policies in place that prohibit insiders from selling our securities except during specific periods of time. Even during such periods of time when insiders will be permitted to sell our securities, an insider cannot trade in our securities if he or she is in possession of material non-public information. Accordingly, unlike public shareholders who could exercise their warrants and sell the Class A common shares received upon such exercise freely in the open market in order to recoup the cost of such exercise, the insiders could be significantly restricted from selling such securities. As a result, we believe that allowing the holders to exercise the private placement warrants on a cashless basis is appropriate. We would not receive any proceeds to the extent the warrants are exercised on a cashless basis.
Dividends
We have not paid any dividends on our common shares to date. Prior to consummating our initial business combination substantially all of our earnings will consist of interest income earned on funds in the trust account
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that are required to be held therein until consummation of our initial business combination or our liquidation, except as set forth in the next sentence. Both (i) interest income earned on the trust account balance to pay any income taxes on such interest income and any other taxes payable and (ii) interest income earned, after taxes payable, on the trust account to fund our working capital requirements, including, in the event of our liquidation, up to $100,000 of interest to pay dissolution expenses, may be released to us from the trust account. Accordingly, our board of directors does not anticipate declaring any dividends on our common shares in the foreseeable future. However, if we increase the size of this offering under the Securities Act, we may effect a stock dividend with respect to our Class B common shares immediately prior to the consummation of the offering in such amount as to maintain the ownership of our initial shareholders, on an as-converted basis, at 20% of our issued and outstanding common shares upon the consummation of this offering. The payment of dividends, if any, after our initial business combination will be contingent upon our historical and anticipated financial condition, revenues, if any, earnings, if any, liquidity and cash flows, if any, capital and tax requirements, contractual prohibitions and limitations and applicable law and will be within the sole discretion of our board of directors. In addition, we have agreed with our sponsor that we will not pay dividends (which, for the avoidance of doubt, does not include payments to redeem any of our public shares or payments upon our liquidation) to our shareholders until we have moved our corporate domicile from the Marshall Islands to Belgium. See the section entitled “Dividend Policy.”
Our Transfer Agent and Warrant Agent
The transfer agent for our securities and warrant agent for our warrants is Continental Stock Transfer & Trust Company.
Certain Anti-Takeover Provisions of Certain Provisions of our Amended and Restated Articles of Incorporation and Amended and Restated Bylaws
Our amended and restated articles of incorporation and amended and restated bylaws contain provisions which may have anti-takeover effects. These provisions are intended to avoid costly takeover battles, lessen our vulnerability to a hostile change of control and enhance the ability of our board of directors to maximize shareholder value in connection with any unsolicited offer to acquire us. However, these anti-takeover provisions could also discourage, delay or prevent (i) the merger or acquisition of us by means of a tender offer, a proxy contest or otherwise that a shareholder may consider in its best interest and (ii) the removal of incumbent officers and directors.
Limitation on Liability and Indemnification of Directors and Officers
The BCA authorizes corporations to limit or eliminate the personal liability of directors to corporations and their shareholders for monetary damages for certain breaches of directors’ fiduciary duties. Our amended and restated articles of incorporation and amended and restated bylaws include a provision that eliminates the personal liability of directors for monetary damages for actions taken as a director to the fullest extent permitted by law. Our amended and restated bylaws provide that we must indemnify our directors and officers to the fullest extent authorized by law.
Our constitutive documents will further permit us to secure insurance on behalf of any officer, director or employee for any liability arising out of his or her actions, regardless of whether Marshall Islands law would permit indemnification. We expect to purchase a policy of directors’ and officers’ liability insurance that insures our directors and officers against the cost of defense, settlement or payment of a judgment in some circumstances and insures us against our obligations to indemnify the directors and officers.
A shareholder’s investment may be adversely affected to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. We believe that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.
https://www.sec.gov/Archives/edgar/data/1679450/000119312516735807/d225717df1.htm#toc225717_15
that is weird...thanks
cool...patience is a virtue I don't got!
yeah...why aren't we doing that?
The same with fake shares issued illegally.
The shares are real since the TA issued them. Whether they were issued pursuant to an invalid document is up to a Court to decide but those are separate issues. So until they are repurchased & returned to the company they remain part of the o\s.
Doesn't matter. If they are issued, they are outstanding. If someone has to return shares, then it is up to them to purchase them to return to the company if & when a Court Order is so issued if VYST is successful in their action. Shares are issued and outstanding until such time. TA should not be gagged.
Oh, I see now...hide actual numbers of the o\s because the TA allegedly erroneously issued shares. Well, don't loyal & "true long" shareholders have a right to know the current o/s including the allegedly erroneously issued shares? After all, that is what is out there.
So the TA is gagged in the EMA case cause the company wants to hide relevant info?
any company can do a RS...tons of NAZ pharma companies do RS to retain their listing status after their stock tanks on crappy results...look @ GBSN
gagging a TA goes the extra mile for shareholders? That's a new one...
nice work if you can get it...conv to shares @ .001 & sell @ .0247...
THE NEW PHONE BOOK'S HERE!!! THE NEW PHONE BOOK'S HERE!!!
LMAO...
CNAT...wowsers...placebo did better than drug..
Shirley...you jest!
trading now @ 22+
looks like 21ish
are we buying?
I was in the first day of the tank & sold for a very small profit - right before it went up from where I sold...so have at it...
please...not the dog!
looks like this hasn't found a bottom yet
bouncing today...
I know...puke...
BIGLY
BOINGING PM
hope you got an extra pair of Depends...
"they" don't know me
dumb question...first buy was 4.33 & second was 3.80...
I'm out...took my loss @ 3.92 - apparently a YUGE short on that one. it was up bigly PM after they reported...then the market opened and it got slammed
Fluff PR with no real substance IMHO
There were some pretty good ones "emotional support" critter
The comments below are great...https://ca.yahoo.com/news/apos-oh-god-something-bit-113041233.html
not to mention his hard drive...
Au contraire, mon frere. That is precisely why she had a thing for him...his disk was never, EVER was floppy.
yeah, that was very weird - I wonder if he smoked a cigarette after?
every show seems to have a few good lines...wonder how it's doing in the ratings...