AAPC Atlantic Alliance Partnership Corp. - Ordinary Shares

NOTICE OF SPECIAL MEETING IN LIEU OF THE 2016 ANNUAL MEETING

OF SHAREHOLDERS TO BE HELD NOVEMBER 1, 2016

TO THE SHAREHOLDERS OF ATLANTIC ALLIANCE PARTNERSHIP CORP.:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of the 2016 annual meeting of shareholders (the “special meeting”) of Atlantic Alliance Partnership Corp., a BVI business company (“we,” “us,” “our” or the “Company”), will be held on Tuesday, November 1, 2016, at 10:30 a.m., local time, at the offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, for the purpose of considering and voting upon the following proposals:

The Board has fixed the close of business on October 11, 2016 as the date for determining the shareholders entitled to receive notice of and vote at the special meeting and any adjournment thereof. Only holders of record of the Company’s outstanding shares on that date are entitled to have their votes counted at the special meeting or any adjournment. On the record date, there was outstanding 10,387,813 of the Company’s shares, including 7,687,500 public shares.

The affirmative vote of 65% or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Extension Amendment and the Trust Amendment will be required to approve the Extension Amendment and the Trust Amendment. In relation to the other proposals, the Board will exercise its powers in relation to such matters in accordance with the affirmative vote of a majority or plurality of votes present at the meeting. The affirmative vote of a majority of the Company’s shares present (in person or by proxy) and voting at the special meeting will be required to direct the Board to ratify the selection of Marcum LLP as our independent registered public accounting firm. The directors shall be appointed to the Board if so directed by the affirmative vote of a plurality of the shares present in person or by proxy at the special meeting.

Public shareholders may elect to redeem their shares for a pro rata portion of the funds available in the trust account in connection with the Extension Amendment and the Trust Amendment (the “Election”), regardless of whether such public shareholders were holders as of the record date. However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of shareholders (and not abandoned), the remaining holders of public shares will retain their right to redeem their public shares for a pro rata portion of the funds available in the trust account upon consummation of the Company’s initial business combination when it is submitted to the shareholders, subject to any limitations set forth in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive agreement relating to the Company’s initial business combination. In addition, public shareholders who vote for the Extension Amendment and the Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed a business combination by the Extended Termination Date. 

If the Extension Amendment and the Trust Amendment are approved, our sponsor has agreed to pay each shareholder that voted to approve the Extension Amendment and the Trust Amendment a cash payment (the “Cash Payment”) of $0.02 per ordinary share (for a total of $10.54 per ordinary share payable to shareholders that voted to approve the Extension Amendment and the Trust Amendment and elected to redeem their shares), irrespective of whether such shareholder elected to have its shares redeemed. Any shareholder voting against, abstaining or not voting on either the Extension Amendment or the Trust Amendment will not be entitled to the Cash Payment. The Cash Payment will not come from the Company’s trust account but will be payable separate and apart from, and in addition to, any funds payable from the Company's trust account, as described herein.

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016. You may tender your shares by either delivering your share certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) system. If you hold your shares in “street name,” you will need to instruct your bank, broker or other nominee to withdraw the shares from your account in order to exercise your redemption rights. See the section entitled “Reasons for the Extension Amendment and the Trust Amendment — Redemption Procedure” for more information on how to demand redemption of your shares.

Enclosed is the proxy statement containing detailed information concerning the Extension Amendment, the Trust Amendment and the other proposals to be considered at the special meeting. We are providing the proxy statement and the accompanying proxy card to our shareholders in connection with the solicitation of proxies to be voted at the special meeting and at any adjournments or postponements of the special meeting. The proxy statement is dated October [__], 2016 and is first being mailed to shareholders of the Company on or about October [__], 2016.

Whether or not you plan to attend the special meeting, we urge you to read the proxy statement carefully and to vote your shares. Your vote is very important.  If you are a registered shareholder, please vote your shares as soon as possible by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the special meeting. If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted FOR each of the proposals to be considered at the special meeting.

Your vote is important. Please sign, date and return your proxy card as soon as possible to make sure that your shares are represented at the special meeting. You may also cast your vote in person at the special meeting. If your shares are held in an account at a broker, bank or other nominee, you must instruct your broker, bank or other nominee how to vote your shares, or you may cast your vote in person at the special meeting by obtaining a proxy from your broker, bank or other nominee.

Important Notice Regarding the Availability of Proxy Materials for the Special Meeting of Shareholders to be held on Tuesday, November 1, 2016:  This notice of meeting and the accompany proxy statement are available at  http://www.aapcacq.com/investor.php.

ATLANTIC ALLIANCE PARTNERSHIP CORP.
590 Madison Avenue
New York, New York 10022

SPECIAL MEETING OF SHAREHOLDERS
TO BE HELD NOVEMBER 1, 2016

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These questions and answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully this entire proxy statement, including the annexes and attachments thereto.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement and the documents to which we refer in it contain “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995 and other federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify forward-looking statements in part by the use of words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. Such statements include, but are not limited to, any statements relating to our ability to consummate our initial business combination. These forward-looking statements are based on information available to the Company as of the date of the proxy materials and current expectations, forecasts and assumptions, and involve a number of risks and uncertainties. There can be no assurance that actual results will not differ materially from current expectations, forecasts and assumptions. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any date subsequent to the date hereof or (if earlier) the date of their expression, and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

Some factors that could cause actual results to differ include from current expectations, forecasts and assumptions include:

You should carefully consider these risks, in addition to the risks factors set forth in our other filings with the SEC, including the final prospectus related to our IPO dated April 28, 2015 (Registration No. 333-202235), our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarter ended June 30, 2016. The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results to differ from those contained or implied in our forward-looking statements. See “Where You Can Find More Information” for additional information about our filings.

SUMMARY

This section summarizes information related to the proposals to be voted on at the special meeting in lieu of the 2016 annual meeting of shareholders. These matters are described in greater detail elsewhere in this proxy statement. You should carefully read this entire proxy statement and the other documents to which it refers you. See “Where You Can Find More Information.”

The Company

The Company is a blank check company organized as a corporation under the laws of the British Virgin Islands (“BVI”) on January 14, 2015. It was formed for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, contractual control arrangement with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination with one or more businesses or entities.

On May 4, 2015, we consummated our IPO of 7,687,500 ordinary shares, no par value, which included a partial exercise by the underwriters of their over-allotment option in the amount of 187,500 ordinary shares. The ordinary shares were sold at an offering price of $10.00 per ordinary share, generating gross proceeds of $76,875,000 (before underwriting discounts and commissions and offering expenses). Simultaneously with the consummation of the IPO, we completed a private placement of 778,438 ordinary shares, issued to our sponsor, generating gross proceeds of $7,784,380. A total of $80,718,750 of the net proceeds from the IPO and the private placement were placed in a trust account established for the benefit of our public shareholders. We incurred $5,907,302 in our IPO related costs, including $2,690,625 of underwriting fees, $2,690,625 of deferred underwriting fees (which are held in the trust account) and $526,052 of IPO costs. Except as discussed in the Extension Amendment and the Trust Amendment, such funds and a portion of the interest earned thereon will be released upon consummation of the Company’s initial business combination and used to pay amounts payable to the Company’s public shareholders that exercise their redemption rights. Other than the IPO and the pursuit of a business combination, the Company has not engaged in any business to date.

As previously disclosed, on May 3, 2016, we issued an announcement (the “Rule 2.7 Announcement”) pursuant to Rule 2.7 of the U.K. City Code on Takeovers and Mergers stating that the Board and TLA reached agreement on the terms of a recommended offer by the Company for the entire issued and to be issued ordinary share capital of TLA. In connection with the Offer, the Rule 2.7 Announcement disclosed that the Company intended to acquire all outstanding shares of TLA in a cash and stock transaction by means of a court-sanctioned scheme of arrangement between TLA and TLA shareholders under the UK Companies Act of 2006, as amended.

On September 13, 2016, the Board determined that it was no longer in the best interests of the Company’s shareholders for the Company to proceed with the Offer considering TLA’s withdrawal of its recommendation to TLA shareholders. As a result, the Offer was withdrawn as also agreed with TLA.

The mailing address of the Company’s principal executive office is 590 Madison Avenue, New York, New York 10022 and its phone number is (212) 409-2400.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed

The Extension Amendment and the Trust Amendment

The Extension Amendment

The Company is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the Termination Date from the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended by amending the Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A.

The Trust Amendment

The Company is proposing to amend the trust agreement to extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date by amending the trust agreement in the form set forth in Annex B.

A shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they would otherwise be entitled.

If the Extension Amendment and the Trust Amendment are not Approved

If the Extension Amendment and the Trust Amendment are not approved and a business combination is not consummated by the Current Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. The Company would expect to pay the costs of liquidation from its remaining assets outside of the trust fund or up to $100,000 available to the Company from interest income on the trust account balance.If either the Extension Amendment or the Trust Amendment is not approved, no shareholders will be entitled to receive the Cash Payment.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed

If the Extension Amendment and the Trust Amendment are Approved

Under the terms of the proposed Extension Amendment and Trust Amendment, public shareholders may make the Election.

If the Extension Amendment is approved by sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Extension Amendment and not abandoned and the Trust Amendment is approved by sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Trust Amendment and not abandoned, the Company will file an amendment to the Amended and Restated Memorandum and Articles of Association with the Registrar of Corporate Affairs in the BVI in the form of Annex A hereto and the Company will enter into the Trust Amendment with the trustee substantially in the form of Annex B hereto. The Company will remain a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and its shares will remain publicly traded. The Company will then continue to work to consummate a business combination until the Extended Termination Date.

If the Extension Amendment and the Trust Amendment are approved (and not abandoned), the removal of the funds in connection with the redemption from the trust account may significantly reduce the amount remaining in the trust account and increase the percentage interest of the Company’s shares held by the Company’s sponsor.

Additionally, the Company’s Amended and Restated Memorandum and Articles of Association provides that the Company shall not consummate any business combination if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001, which could be impacted by the reduction in the trust account.

If the Extension Amendment and the Trust Amendment are approved, our sponsor has agreed to pay each shareholder that voted to approve the Extension Amendment and the Trust Amendment a Cash Payment of $0.02 per ordinary share (for a total of $10.54 per ordinary share payable to shareholders that voted to approve the Extension Amendment and the Trust Amendment and elected to redeem their shares), irrespective of whether such shareholder elected to have its shares redeemed. Any shareholder voting against, abstaining or not voting on either the Extension Amendment or the Trust Amendment will not be entitled to the Cash Payment. The Cash Payment will not come from the Company’s trust account but will be payable separate and apart from, and in addition to, any funds payable from the Company's trust account, as described herein.

Possible Claims Against, and Impairment of, the Trust Account

In considering the Extension Amendment and the Trust Amendment, the Company’s shareholders should be aware that if the Extension Amendment and the Trust Amendment are approved (and not abandoned), the Company will incur substantial expenses in seeking to complete its initial business combination, in addition to expenses incurred in proposing the Extension Amendment and the Trust Amendment. Certain of our directors have made advances to the Company in an amount of $500,000 in the aggregate, as of June 30, 2016. The advances are non-interest bearing, unsecured and will only be repaid upon the completion of a business combination. Our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan as additional funds as may be required. Up to $1,000,000 of any such loans (including the $500,000 of advances as of June 30, 2016, described above) may be convertible into shares of the post business combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the private placement shares issued to the sponsor in connection with the IPO (the “private placement shares”). If we consummate an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment, other than interest on such proceeds.

If the Company is unable to complete a business combination within the required time period, Mr. Jonathan Goodwin, our Chief Executive Officer, Mr. Mark Klein, one of our directors, Mr. Waheed Alli, our Chariman, and Mr. Jonathan Mitchell, our Chief Financial Officer and a director, will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to it, but only if such vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriters. In the event that an executed waiver is deemed to be unenforceable against a third party, Messrs. Goodwin, Klein, Alli and Mitchell will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that, Messrs. Goodwin, Klein, Alli and Mitchell would be able to satisfy those obligations. With the exception of Messrs. Goodwin, Klein, Alli and Mitchell as described above, none of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the trust account are reduced below $10.50 per share and Messrs. Goodwin, Klein, Alli and Mitchell assert that they are unable to satisfy any applicable obligations or that they have no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Messrs. Goodwin, Klein, Alli and Mitchell to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Messrs. Goodwin, Klein, Alli and Mitchell to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of a public shareholder’s pro rata portion of the funds available in the trust account will not be less than $10.50 per share. You should read this proxy statement carefully for more information concerning this possibility and other consequences of the adoption of the Extension Amendment and the Trust Amendment.

The Special Meeting

Date, Time and Place . The special meeting of the Company’s shareholders will be held at 10:30 a.m., local time, at the offices of Ellenoff Grossman and Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105 on Tuesday, November 1, 2016.

Voting Power; Record Date . You will be entitled to vote or direct votes to be cast at the special meeting if you owned the Company’s shares at the close of business on October 11, 2016, the record date for the special meeting. You will have one vote per proposal for each share you owned at that time. At the close of business on October 11, 2016, there was outstanding 10,387,813 shares, each of which entitles its holder to cast one vote per proposal.

Votes Required . Approval of the Extension Amendment will require the affirmative vote of holders of sixty-five percent (65%) of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Extension Amendment and approval of the Trust Amendment will require the affirmative vote of holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Trust Amendment. The affirmative vote of a majority of the Company’s shares present (in person or by proxy) and voting at the special meeting will be required to direct the ratification of the selection of Marcum LLP as our independent registered public accounting firm and to direct the chairman of the special meeting to adjourn the special meeting. The directors shall be appointed to the Board if so directed by the affirmative vote of a plurality of the shares present in person or by proxy at the special meeting. Public shareholders who vote for the Extension Amendment and the Trust Amendment, irrespective of whether they make the Election, will be entitled to receive the Cash Payment, provided that the Extension Amendment and the Trust Amendment are approved.

If you do not want the Extension Amendment or the Trust Amendment to be approved, you must vote against such proposals. You will still be entitled to make the Election if you vote against, abstain or do not vote on such proposals; however, by voting against, abstaining or not voting on, such proposals, you will not be entitled to receive the Cash Payment. If the Extension Amendment and the Trust Amendment are approved (and not abandoned), you will be entitled to redeem your shares for a pro rata portion of the funds available in the trust account only if you made the Election.

If you do not make the Election, you will retain the opportunity to redeem your public shares upon consummation of the Company’s initial business combination in connection with a shareholder vote to approve such transaction, subject to any limitations set forth in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive agreement relating to the Company’s initial business combination. You will also be able to redeem your public shares if the Company has not consummated a business combination by the Extended Termination Date.

Whether or not the Extension Amendment and the Trust Amendment are approved, if a business combination is not completed by the date specified in the Company’s Amended and Restated Memorandum and Articles of Association (including any later date if the Extension Amendment is approved and not abandoned), the public shares of such holders will be redeemed in accordance with the terms of the Amended and Restated Memorandum and Articles of Association promptly following such date.

Redemption.  If you are a public shareholder, you may demand redemption of your shares by ensuring your bank or broker complies with the requirements identified herein. You will only be entitled to receive cash for these shares if you continue to hold them until the effective date of the Extension Amendment and the Trust Amendment. See the section entitled “Reasons for the Extension Amendment and the Trust Amendment — Redemption Procedure” for more information on how to demand redemption of your shares.

Proxies; Board Solicitation . Your proxy is being solicited by the Board to approve the proposals set forth herein to be presented to shareholders at the special meeting. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.

We have retained Morrow to assist us in soliciting proxies. If you have questions about how to vote or direct a vote in respect of your shares, you may contact Morrow at (800) 662-5200 or AAPC.info@morrowco.com. The Company has agreed to pay Morrow a fee of $20,000 and expenses, for its services in connection with the special meeting.

Material U.S. Federal Income Tax Considerations for Shareholders Exercising Redemption Rights

The following is a summary of the material U.S. federal income tax considerations for holders of the Company’s shares that elect to have their shares redeemed for cash. This summary is based upon the Internal Revenue Code of 1986, as amended (the “Code”), the regulations promulgated by the U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Services (the “IRS”) (including administrative interpretations and practices expressed in private letter rulings which are binding on the IRS only with respect to the particular taxpayers who requested and received those rulings) and judicial decisions, all as currently in effect and all of which are subject to differing interpretations or to change, possibly with retroactive effect. No assurance can be given that the IRS would not assert, or that a court would not sustain, a position contrary to any of the tax considerations described below. No advance ruling has been or will be sought from the IRS regarding any matter discussed in this summary. This summary does not address any tax law other than U.S. federal income tax, such as U.S. estate or gift tax laws or the tax laws of any state, local or non-U.S. jurisdiction. This summary does not purport to discuss all aspects of U.S. federal income taxation that may be important to a particular shareholder in light of its investment or tax circumstances or to shareholders subject to special tax rules, such as:

If any partnership (including for this purpose any entity treated as a partnership for U.S. federal income tax purposes) holds shares, the tax treatment of a partner generally will depend on the status of the partner and the activities of the partner and the partnership. This summary does not address any tax consequences to any partnership that holds our securities (or to any direct or indirect partner of such partnership). If you are a partner of a partnership holding the Company’s securities, you should consult your tax advisor. This summary assumes that shareholders hold the Company’s securities as capital assets within the meaning of Section 1221 of the Code, which generally means as property held for investment and not as a dealer or for sale to customers in the ordinary course of the shareholder’s trade or business.

WE URGE HOLDERS OF OUR SHARES CONTEMPLATING EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR TAX ADVISOR REGARDING THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN INCOME AND OTHER TAX CONSEQUENCES THEREOF.

U.S. Federal Income Tax Considerations to U.S. Shareholders

This section is addressed to Redeeming U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section entitled “Reasons for the Extension Amendment and the Trust Amendment — Redemption Procedure.” For purposes of this discussion, a “Redeeming U.S. Holder” is a beneficial owner that so redeems its shares and is:

Tax Treatment of the Redemption — In General

The balance of the discussion under this heading is subject in its entirety to the discussion below under the heading “— Passive Foreign Investment Company Rules.” If we are considered a “passive foreign investment company” for these purposes (which we will be, unless a “start up” exception applies), then the tax consequences of the redemption will be as outlined in that discussion, below.

A Redeeming U.S. Holder will generally recognize capital gain or loss equal to the difference between the amount realized on the redemption and such shareholder’s adjusted basis in the shares exchanged therefor if the Redeeming U.S. Holder’s ownership of shares is completely terminated or if the redemption meets certain other tests described below. Special constructive ownership rules apply in determining whether a Redeeming U.S. Holder’s ownership of shares is treated as completely terminated. If gain or loss treatment applies, such gain or loss will be long-term capital gain or loss if the holding period of such shares is more than one year at the time of the exchange. It is possible that because of the redemption rights associated with our shares, the holding period of such shares may not be considered to begin until the date of such redemption (and thus it is possible that long-term capital gain or loss treatment may not apply to shares redeemed in the redemption). Shareholders who hold different blocks of shares (generally, shares purchased or acquired on different dates or at different prices) should consult their tax advisors to determine how the above rules apply to them.

Cash received upon redemption that does not completely terminate the Redeeming U.S. Holder’s interest will still give rise to capital gain or loss, if the redemption is either (i) “substantially disproportionate” or (ii) “not essentially equivalent to a dividend.” In determining whether the redemption is substantially disproportionate or not essentially equivalent to a dividend with respect to a Redeeming U.S. Holder, that Redeeming U.S. Holder is deemed to own not just shares actually owned but also shares underlying rights to acquire our shares and, in some cases, shares owned by certain family members, certain estates and trusts of which the Redeeming U.S. Holder is a beneficiary, and certain affiliated entities.

Generally, the redemption will be “substantially disproportionate” with respect to the Redeeming U.S. Holder if (i) the Redeeming U.S. Holder’s percentage ownership of the outstanding voting shares (including all classes which carry voting rights) of the Company is reduced immediately after the redemption to less than 80% of the Redeeming U.S. Holder’s percentage interest in such shares immediately before the redemption; (ii) the Redeeming U.S. Holder’s percentage ownership of the outstanding shares (both voting and nonvoting) immediately after the redemption is reduced to less than 80% of such percentage ownership immediately before the redemption; and (iii) the Redeeming U.S. Holder owns, immediately after the redemption, less than 50% of the total combined voting power of all classes of shares of the Company entitled to vote. Whether the redemption will be considered “not essentially equivalent to a dividend” with respect to a Redeeming U.S. Holder will depend upon the particular circumstances of that U.S. holder. At a minimum, however, the redemption must result in a meaningful reduction in the Redeeming U.S. Holder’s actual or constructive percentage ownership of the Company. The IRS has ruled that any reduction in a shareholder’s proportionate interest is a “meaningful reduction” if the shareholder’s relative interest in the corporation is minimal and the shareholder does not have meaningful control over the corporation.

If none of the redemption tests described above give rise to capital gain or loss, the consideration paid to the Redeeming U.S. Holder will be treated as dividend income for U.S. federal income tax purposes to the extent of our current or accumulated earnings and profits. However, for the purposes of the dividends-received deduction and “qualified dividend” treatment, due to the redemption right, a Redeeming U.S. Holder may be unable to include the time period prior to the redemption in the shareholder’s “holding period.” Any distribution in excess of our earnings and profits will reduce the Redeeming U.S. Holder’s basis in the shares (but not below zero), and any remaining excess will be treated as gain realized on the sale or other disposition of the shares.

As these rules are complex, U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption will be treated as a sale or as a distribution under the Code.

Certain Redeeming U.S. Holders who are individuals, estates or trusts pay a 3.8% tax on all or a portion of their “net investment income” or “undistributed net investment income” (as applicable), which may include all or a portion of their capital gain or dividend income from their redemption of shares. Redeeming U.S. Holders should consult their tax advisors regarding the effect, if any, of the net investment income tax.

Passive Foreign Investment Company Rules

A foreign (i.e., non-U.S.) corporation will be a passive foreign investment company (or “PFIC”) for U.S. tax purposes if at least 75% of its gross income in a taxable year, including its pro rata share of the gross income of any corporation in which it is considered to own at least 25% of the shares by value, is passive income. Alternatively, a foreign corporation will be a PFIC if at least 50% of its assets in a taxable year of the foreign corporation, ordinarily determined based on fair market value and averaged quarterly over the year, including its pro rata share of the assets of any corporation in which it is considered to own at least 25% of the shares by value, are held for the production of, or produce, passive income. Passive income generally includes dividends, interest, rents and royalties (other than rents or royalties derived from the active conduct of a trade or business) and gains from the disposition of passive assets.

Because we are a blank check company, with no current active business, we believe that it is likely that we have met the PFIC asset or income test beginning with our initial taxable year ended December 31, 2015. However, pursuant to a start-up exception, a corporation will not be a PFIC for the first taxable year the corporation has gross income (in our case, our taxable year ending December 31, 2015), if (1) no predecessor of the corporation was a PFIC; (2) the corporation satisfies the IRS that it will not be a PFIC for either of the first two taxable years following the start-up year (in our case, our taxable years ending December 31, 2016 and December 31, 2017); and (3) the corporation is not in fact a PFIC for either of those years. The applicability of the start-up exception to us will not be known until after the close of our current taxable year ending December 31, 2016. If we do not satisfy the start-up exception, we will likely be considered a PFIC since our date of formation, and will continue to be treated as a PFIC until we no longer satisfy the PFIC tests (although, as stated below, in general the PFIC rules would continue to apply to any U.S. holder who held our securities at any time we were considered a PFIC).

If we are determined to be a PFIC for any taxable year (or portion thereof) that is included in the holding period of a Redeeming U.S. Holder and such Redeeming U.S. Holder did not make either a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder held (or was deemed to hold) shares or a timely “mark to market” election, in each case as described below, such holder generally will be subject to special rules with respect to:

In general, if we are determined to be a PFIC, a Redeeming U.S. Holder may avoid the PFIC tax consequences described above in respect to our shares by making a timely QEF election (if eligible to do so) to include in income its pro rata share of our net capital gains (as long-term capital gain) and other earnings and profits (as ordinary income), on a current basis, in each case whether or not distributed, in the taxable year of the Redeeming U.S. Holder in which or with which our taxable year ends. In general, a QEF election must be made on or before the due date (including extensions) for filing such Redeeming U.S. Holder’s tax return for the taxable year for which the election relates. A Redeeming U.S. Holder may make a separate election to defer the payment of taxes on undistributed income inclusions under the QEF rules, but if deferred, any such taxes will be subject to an interest charge.

The QEF election is made on a shareholder-by-shareholder basis and, once made, can be revoked only with the consent of the IRS. A Redeeming U.S. Holder generally makes a QEF election by attaching a completed IRS Form 8621 (Return by a Shareholder of a Passive Foreign Investment Company or Qualified Electing Fund), including the information provided in a PFIC annual information statement, to a timely filed U.S. federal income tax return for the tax year to which the election relates. Retroactive QEF elections generally may be made only by filing a protective statement with such return and if certain other conditions are met or with the consent of the IRS. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a retroactive QEF election under their particular circumstances.

In order to comply with the requirements of a QEF election, a Redeeming U.S. Holder must receive a PFIC annual information statement from us. If we determine we are a PFIC for any taxable year, we will endeavor to provide to a Redeeming U.S. Holder such information as the IRS may require, including a PFIC annual information statement, in order to enable the Redeeming U.S. Holder to make and maintain a QEF election. However, there is no assurance that we will have timely knowledge of our status as a PFIC in the future or of the required information to be provided.

If a Redeeming U.S. Holder has made a QEF election with respect to our shares, and the special tax and interest charge rules do not apply to such shares (because of a timely QEF election for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) such shares), any gain recognized on the sale of our shares generally will be taxable as capital gain and no interest charge will be imposed. As discussed above, Redeeming U.S. Holders of a QEF are currently taxed on their pro rata shares of its earnings and profits, whether or not distributed. In such case, a subsequent distribution of such earnings and profits that were previously included in income generally should not be taxable as a dividend to such Redeeming U.S. Holders. The tax basis of a Redeeming U.S. Holder’s shares in a QEF will be increased by amounts that are included in income, and decreased by amounts distributed but not taxed as dividends, under the above rules. Similar basis adjustments apply to property if by reason of holding such property the Redeeming U.S. Holder is treated under the applicable attribution rules as owning shares in a QEF.

Although a determination as to our PFIC status will be made annually, a determination that we are a PFIC for any particular year will generally apply for subsequent years to a Redeeming U.S. Holder who held shares while we were a PFIC, whether or not we meet the test for PFIC status in those subsequent years. A Redeeming U.S. Holder who makes the QEF election discussed above for our first taxable year as a PFIC in which the Redeeming U.S. Holder holds (or is deemed to hold) our shares and receives the requisite PFIC annual information statement, however, will not be subject to the PFIC tax and interest charge rules discussed above in respect to such shares. In addition, such Redeeming U.S. Holder will not be subject to the QEF inclusion regime with respect to such shares for any taxable year of us that ends within or with a taxable year of the Redeeming U.S. Holder and in which we are not a PFIC. On the other hand, if the QEF election is not effective for each of our taxable years in which we are a PFIC and the Redeeming U.S. Holder holds (or is deemed to hold) our shares, the PFIC rules discussed above will continue to apply to such shares unless the holder makes a "purging election." A purging election results in a deemed sale of such shares at their then fair market value. The gain recognized by the purging election will be subject to the special tax and interest charge rules treating the gain as an excess distribution, as described above. As a result of the purging election, the Redeeming U.S. Holder will have a new tax basis in his or her shares equal to the fair market value of such shares on the date of the purging election, and the holding period in such shares will begin on the day after the date of such purging election.

Alternatively, if a Redeeming U.S. Holder, at the close of its taxable year, owns shares in a PFIC that are treated as marketable stock, the Redeeming U.S. Holder may make a mark-to-market election with respect to such shares for such taxable year. If the Redeeming U.S. Holder makes a valid mark-to-market election for the first taxable year of the Redeeming U.S. Holder in which the Redeeming U.S. Holder holds (or is deemed to hold) shares and for which we are determined to be a PFIC, such holder generally will not be subject to the PFIC rules described above in respect to its shares. Instead, in general, the Redeeming U.S. Holder will include as ordinary income each year the excess, if any, of the fair market value of its shares at the end of its taxable year over the adjusted basis in its shares. The Redeeming U.S. Holder also will be allowed to take an ordinary loss in respect of the excess, if any, of the adjusted basis of its shares over the fair market value of its shares at the end of its taxable year (but only to the extent of the net amount of previously included income as a result of the mark-to-market election). The Redeeming U.S. Holder’s basis in its shares will be adjusted to reflect any such income or loss amounts, and any further gain recognized on a sale or other taxable disposition of the shares will be treated as ordinary income.

The mark-to-market election is available only for stock that is regularly traded on a national securities exchange that is registered with the Securities and Exchange Commission, including the Nasdaq Capital Market, or on a foreign exchange or market that the IRS determines has rules sufficient to ensure that the market price represents a legitimate and sound fair market value. Redeeming U.S. Holders should consult their own tax advisors regarding the availability and tax consequences of a mark-to-market election in respect to our shares under their particular circumstances.

If we are a PFIC and, at any time, have a foreign subsidiary that is classified as a PFIC, Redeeming U.S. Holders generally would be deemed to own a portion of the shares of such lower-tier PFIC, and generally could incur liability for the deferred tax and interest charge described above if we receive a distribution from, or dispose of all or part of our interest in, the lower-tier PFIC or the Redeeming U.S. Holders otherwise were deemed to have disposed of an interest in the lower-tier PFIC. We will endeavor to cause any lower-tier PFIC to provide to a Redeeming U.S. Holder the information that may be required to make or maintain a QEF election with respect to the lower-tier PFIC. However, there is no assurance that we will have timely knowledge of the status of any such lower-tier PFIC. In addition, we may not hold a controlling interest in any such lower-tier PFIC and thus there can be no assurance we will be able to cause the lower-tier PFIC to provide the required information. Redeeming U.S. Holders are urged to consult their own tax advisors regarding the tax issues raised by lower-tier PFICs.

A Redeeming U.S. Holder that owns (or is deemed to own) shares in a PFIC during any taxable year of the Redeeming U.S. Holder, may have to file an IRS Form 8621(whether or not a QEF or market-to-market election is made) and such other information as may be required by the U.S. Treasury Department.

The application of the PFIC rules is extremely complex. Shareholders who are considering participating in the redemption and/or selling, transferring or otherwise disposing of their shares should consult with their tax advisors concerning the application of the PFIC rules in their particular circumstances.

U.S. Federal Income Tax Considerations to Non-U.S. Shareholders

This section is addressed to Redeeming Non-U.S. Holders (as defined below) of the Company’s shares that elect to have their shares redeemed for cash as described in the section entitled “Reasons for the Extension Amendment and the Trust Amendment — Redemption Procedure.” For purposes of this discussion, a “Redeeming Non-U.S. Holder” is a beneficial owner of our shares (other than a partnership or entity treated as a partnership for U.S. federal income tax purposes) that so redeems its shares and is not a Redeeming U.S. Holder.

Except as otherwise discussed in this section, a Redeeming Non-U.S. Holder who elects to have its shares redeemed will generally be treated in the same manner as a U.S. shareholder for U.S. federal income tax purposes. See the discussion above under “U.S. Federal Income Tax Considerations to U.S. Shareholders.”

Any Redeeming Non-U.S. Holder will not be subject to U.S. federal income tax on any capital gain recognized as a result of the exchange unless:

With respect to any redemption treated as a distribution rather than a sale, any amount treated as dividend income to a Redeeming Non-U.S. Holder will generally be subject to U.S. withholding tax at a rate of 30%, unless the Redeeming Non-U.S. Holder is entitled to a reduced rate of withholding under an applicable income tax treaty. Dividends received by a Redeeming Non-U.S. Holder that are effectively connected with such holder’s conduct of a U.S. trade or business (and, if an income tax treaty applies, such dividends are attributable to a permanent establishment maintained by the Redeeming Non-U.S. Holder in the United States), will be taxed as discussed above under “U.S. Federal Income Tax Considerations to U.S. Shareholders.” In addition, dividends received by a corporate Redeeming Non-U.S. Holder that are effectively connected with the holder’s conduct of a U.S. trade or business may also be subject to an additional branch profits tax at a rate of 30% or such lower rate as may be specified by an applicable income tax treaty.

Non-U.S. holders of shares considering exercising their redemption rights should consult their own tax advisors as to whether the redemption of their shares will be treated as a sale or as a distribution under the Code.

Under the Foreign Account Tax Compliance Act (“FATCA”) and U.S. Treasury regulations and administrative guidance thereunder, a 30% United States federal withholding tax may apply to certain income paid to (i) a “foreign financial institution” (as specifically defined in FATCA), whether such foreign financial institution is the beneficial owner or an intermediary, unless such foreign financial institution agrees to verify, report and disclose its United States “account” holders (as specifically defined in FATCA) and meets certain other specified requirements or (ii) a non-financial foreign entity, whether such non-financial foreign entity is the beneficial owner or an intermediary, unless such entity provides a certification that the beneficial owner of the payment does not have any substantial United States owners or provides the name, address and taxpayer identification number of each such substantial United States owner and certain other specified requirements are met. In certain cases, the relevant foreign financial institution or non-financial foreign entity may qualify for an exemption from, or be deemed to be in compliance with, these rules. Redeeming Non-U.S. Holders should consult their own tax advisors regarding this legislation and whether it may be relevant to their disposition of their shares.

Backup Withholding

In general, proceeds received from the exercise of redemption rights will be subject to backup withholding for a non-corporate Redeeming U.S. Holder that:

A Redeeming Non-U.S. Holder generally may eliminate the requirement for information reporting and backup withholding by providing certification of its foreign status, under penalties of perjury, on a duly executed applicable IRS Form W-8 or by otherwise establishing an exemption.

Any amount withheld under these rules will be creditable against the Redeeming U.S. Holder’s or Redeeming Non-U.S. Holder’s U.S. federal income tax liability or refundable to the extent that it exceeds this liability, provided that the required information is timely furnished to the IRS and other applicable requirements are met.

As previously noted above, the foregoing discussion of certain material U.S. federal income tax consequences is included for general information purposes only and is not intended to be, and should not be construed as, legal or tax advice to any shareholder. We once again urge you to consult with your own tax adviser to determine the particular tax consequences to you (including the application and effect of any U.S. federal, state, local or foreign income or other tax laws) of the receipt of cash in exchange for shares in connection with the Extension Amendment and the Trust Amendment.

Company’s Recommendation to Shareholders

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment and the Trust Amendment are fair to, and in the best interests of, the Company and its shareholders. The Board has approved and declared advisable the Extension Amendment and the Trust Amendment, and recommends that you vote “ FOR ” the adoption of the Extension Amendment and the Trust Amendment. See the section entitled “Reasons for the Extension Amendment and the Trust Amendment — The Board’s Reasons for the Extension Amendment and the Trust Amendment, its Conclusion, and its Recommendation.”

Interests of the Company’s Officers and Directors

When you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. See the section entitled “Reasons for the Extension Amendment and the Trust Amendment — Interests of the Company’s Officers and Directors.”

Stock Ownership

Information concerning the holders of certain Company shareholders is set forth below under “Beneficial Ownership of Securities.”

In connection with the shareholder vote to approve the Extension Amendment and the Trust Amendment, our sponsor, directors, executive officers or their affiliates may purchase shares in privately negotiated transactions prior to the special meeting. However, they have no current commitments to engage in such transactions. If they engage in such transactions, they will not make any such purchases when they are in possession of any material nonpublic information not disclosed to the seller or if such purchases are prohibited by Regulation M under the Exchange Act. In addition, they may enter into transactions with such persons and others to provide them with incentives to acquire shares of the Company’s ordinary shares or vote their shares in favor of the Extension Amendment and the Trust Amendment. Such an agreement may include a contractual acknowledgement that such shareholder, although still the record holder of our shares, is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our sponsor, directors, executive officers or their affiliates purchase shares in privately negotiated transactions from public shareholders who have already elected to exercise their redemption rights, such selling shareholders would be required to revoke their prior elections to redeem their shares. The purpose of such share purchases and other transactions would be to increase the likelihood of satisfaction of the requirements that the holders of a majority of the public shares present and entitled to vote at the special meeting to approve the Extension Amendment and the Trust Amendment and to ensure that there are sufficient funds remaining in the trust account to consummate any future potential initial business combination. While the exact nature of any such incentives has not been determined as of the date of this proxy statement, they might include, without limitation, the transfer to such investors or holders of shares owned by the sponsor for nominal value.

THE SPECIAL MEETING

The Company is furnishing this proxy statement to its shareholders as part of the solicitation of proxies by the Board for use at the special meeting. This proxy statement provides you with the information you need to know to be able to vote or instruct your vote to be cast at the special meeting.

Date, Time and Place . The special meeting will be held at 10:30 a.m., local time, at the offices of Ellenoff Grossman and Schole LLP, 1345 Avenue of the Americas, 11th Floor, New York, New York 10105, on Tuesday, November 1, 2016.

Purpose.  At the special meeting, holders of the Company’s shares will be asked to approve the following proposals:

Each proposal of the Extension Amendment and the Trust Amendment are essential to the overall implementation of the Board’s plan to extend the date by which the Company must consummate its initial business combination, and, therefore, the Board will abandon the Extension Amendment and the Trust Amendment unless both are approved by shareholders. Notwithstanding shareholder approval of all proposals, the Board will retain the right to abandon and not effect the Extension Amendment and the Trust Amendment at any time prior to its effectiveness without any further action by shareholders.

A shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they would otherwise be entitled.

After careful consideration of all relevant factors, the Board has determined that the Extension Amendment and the Trust Amendment are fair to, and in the best interests of, the Company and its shareholders. The Board has approved and declared advisable the Extension Amendment and the Trust Amendment, and recommends that you vote “ FOR ” the adoption of the Extension Amendment and “ FOR ” the adoption of the Trust Amendment. The Board also recommends that you vote “ FOR ” directing the election of each nominee for director and “ FOR ” directing the ratification of Marcum LLP as the Company’s independent registered public accounting firm

Because of the business combination provisions of the Company’s Amended and Restated Memorandum and Articles of Association, if the Company’s initial business combination is not completed by the Current Termination Date, the Company will redeem the public shares for a pro rata portion of the funds available in the trust account, unless shareholders approve the Extension Amendment and the Trust Amendment.

The special meeting has been called only to consider approval of the proposals set forth herein. Under BVI law and the Company’s Amended and Restated Memorandum and Articles of Association, no other business may be transacted at the special meeting.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to shareholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed

Record Date; Who is Entitled to Vote . The record date for the special meeting is October 11, 2016. Record holders of the Company’s shares at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. At the close of business on the record date, there was outstanding 10,387,813 shares (including 7,687,500 public shares), each of which entitles its holder to cast one vote per proposal.

Vote Required . Approval of the Extension Amendment will require the affirmative vote of holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Extension Amendment. Approval of the Trust Amendment will require the affirmative vote of holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Trust Amendment. In relation to the other proposals, the Board will exercise its powers in relation to such matters in accordance with the affirmative vote of a majority or plurality of votes present at the meeting. The affirmative vote of a majority of the Company’s shares present (in person or by proxy) and voting at the special meeting will be required to direct the ratification of the selection of Marcum LLP as our independent registered public accounting firm and to direct the chairman of the special meeting to adjourn the special meeting. The directors shall be appointed to the Board if so directed by the affirmative vote of a plurality of the shares present in person or by proxy at the special meeting.

The Company believes that given the Company’s expenditure of time, effort and money on finding an initial business combination and attempting to consummate the TLA transaction, circumstances warrant providing public shareholders an opportunity to consider an initial business combination. However, the Company’s IPO prospectus stated that if the effect of any proposed amendments to the Company’s Amended and Restated Memorandum and Articles of Association, if adopted, would be to delay the date on which a shareholder could otherwise redeem shares for a pro rata portion of the funds available in the trust account, the Company will provide that, if such amendments are approved by holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on such amendments, dissenting public shareholders will have the right to redeem their public shares. Accordingly, holders of public shares may elect to redeem their shares in connection with the Extension Amendment and the Trust Amendment regardless of whether such public shareholders were holders as of the record date. The Company believes that such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable acquisition in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.

If the Extension Amendment and the Trust Amendment are approved, our sponsor has agreed to pay each shareholder that voted to approve the Extension Amendment and the Trust Amendment a Cash Payment of $0.02 per ordinary share (for a total of $10.54 per ordinary share payable to shareholders that voted to approve the Extension Amendment and the Trust Amendment and elected to redeem their shares), irrespective of whether such shareholder elected to have its shares redeemed. Any shareholder voting against, abstaining or not voting on either the Extension Amendment or the Trust Amendment will not be entitled to the Cash Payment. The Cash Payment will not come from the Company’s trust account but will be payable separate and apart from, and in addition to, any funds payable from the Company's trust account, as described herein.

All public shareholders may make the Election even if they vote against the Extension Amendment and the Trust Amendment; however, by voting against, abstaining or not voting on, such proposals, you will not be entitled to receive the Cash Payment. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of shareholders and not abandoned, the remaining holders of public shares will retain their right to redeem their shares for a pro rata portion of the funds available in the trust account upon consummation of the Company’s initial business combination, subject to any limitations set forth in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive agreement relating to the Company’s initial business combination. In addition, public shareholders who vote for the Extension Amendment or the Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed its initial business combination by the Extended Termination Date.

A shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they would otherwise be entitled.

Abstentions will have no effect on the proposals in this proxy statement.

The Board believes the current shareholders are not prejudiced by the proposed Extension Amendment and Trust Amendment since all holders of public shares are concurrently being offered the opportunity to redeem their shares for a pro rata portion of the funds available in the trust account.

The Company’s sponsor is expected to vote any shares (including any public shares owned by them) in favor of the Extension Amendment, the Trust Amendment and the other proposals set forth herein; however, unlike public shareholders that vote their shares in favor of the Extension Amendment and Trust Amendment, our sponsor will not receive the Cash Payment. On the record date, the sponsor beneficially owned and was entitled to vote 2,700,313 shares, representing approximately 26.0% of the Company’s issued and outstanding shares.

Voting Your Shares . Each share that you own in your name entitles you to one vote per proposal. Your proxy card shows the number of shares you own.

If you are a shareholder with shares registered in your name, you may vote in person at the special meeting or by proxy card by completing, signing, dating and mailing the enclosed proxy card in the envelope provided.

If your shares are held in the “street name” of your broker, bank or another nominee, you must obtain a proxy from the broker, bank or other nominee to vote in person at the meeting. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

Revoking Your Proxy and Changing Your Vote . If you have submitted a proxy to vote your shares and wish to change your vote, you may do so by delivering a later-dated, signed proxy card to the Company’s Chief Financial Officer prior to the date of the special meeting or by voting in person at the meeting. Attendance at the meeting alone will not change your vote. You also may revoke your proxy delivering to the Company’s Chief Financial Officer at c/o Atlantic Alliance Partnership Corp., 590 Madison Avenue, New York, New York 10022, a written notice of revocation prior to the special meeting. If your shares are held in “street name,” consult your broker for instructions on how to revoke your proxy or change your vote.

Broker Non-Votes . If your broker holds your shares in its name and you do not give the broker voting instructions, your broker will not be permitted to vote your shares on the Extension Amendment, the Trust Amendment or the direction for election of two directors. This is known as a “broker non-vote.” Broker non-votes will have no effect on the Extension Amendment, the Trust Amendment or the direction for election of the directors, but will have an effect on the ratification of Marcum LLP as our independent registered public accounting firm to the extent that the broker votes for or against such proposal.

Questions About Voting . We have retained Morrow to assist us in the solicitation of proxies. If you have any questions about how to vote or direct a vote in respect of your shares, you may contact Morrow at (800) 662-5200 or AAPC.info@morrowco.com. You may also want to consult your financial and other advisors about the vote.

Solicitation Costs.  The Company is soliciting proxies on behalf of the Board. This solicitation is being made by mail but also may be made in person. The Company and its respective directors, officers, employees and consultants may also solicit proxies in person or by mail. The Company has agreed to pay Morrow a fee of $20,000 and expenses for its services in connection with the special meeting.

The Company will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. The Company will reimburse them for their reasonable expenses.

Stock Ownership.  Information concerning the holdings of certain of the Company’s shareholders is set forth below under “Beneficial Ownership of Securities.”

THE EXTENSION AMENDMENT

The Company is proposing to amend its Amended and Restated Memorandum and Articles of Association to extend the Termination Date from the Current Termination Date to the Extended Termination Date, and provide that the date for cessation of operations of the Company if the Company has not completed a business combination would similarly be extended by amending the Amended and Restated Memorandum and Articles of Association in the form set forth in Annex A.

Each proposal of the Extension Amendment is essential to the overall implementation of the Board’s plan to extend the date by which the Company must consummate its initial business combination. The implementation of such proposals is conditioned on the approval of the Trust Amendment proposal, and, therefore, the Board will abandon the Extension Amendment and the Trust Amendment unless each of the above proposals and the Trust Amendment are approved by shareholders. Notwithstanding shareholder approval of all proposals, the Board will retain the right to abandon and not effect the Extension Amendment and the Trust Amendment at any time prior to its effectiveness without any further action by shareholders.

A copy of the proposed amendment to the Amended and Restated Memorandum and Articles of Association of the Company is annexed to this proxy statement as Annex A.

Required Vote

The affirmative vote by holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Extension Amendment, is required to approve the Extension Amendment.

THE TRUST AMENDMENT

The Company is proposing to extend the date on which to commence liquidating the trust account in the event the Company has not consummated a business combination from the Current Termination Date to the Extended Termination Date by amending the trust agreement in the form set forth in Annex B.

The Trust Amendment is essential to the overall implementation of the Board’s plan to extend the date by which the Company must consummate its initial business combination. The implementation of such proposal is conditioned on the approval of the Extension Amendment proposal, and, therefore, the Board will abandon the Extension Amendment and the Trust Amendment unless each is approved by shareholders. Notwithstanding shareholder approval of all proposals, the Board will retain the right to abandon and not effect the Extension Amendment and the Trust Amendment at any time prior to its effectiveness without any further action by shareholders.

A shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they would otherwise be entitled.

A copy of the proposed amendment to the trust agreement is set forth in Annex B.

Required Vote

The affirmative vote by holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on the Trust Amendment, is required to approve the Trust Amendment.

REASONS FOR THE EXTENSION AMENDMENT AND THE TRUST AMENDMENT

The Company’s Amended and Restated Memorandum and Articles of Association currently provides that if a business combination is not consummated by the Current Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. The Company would expect to pay the costs of liquidation from its remaining assets outside of the trust fund or up to $100,000 available to the Company from interest income on the trust account balance. If either the Extension Amendment or the Trust Amendment is not approved, no shareholders will be entitled to receive the Cash Payment.

The trust agreement provides that, unless a business combination is consummated by the Current Termination Date, the trustee would be required to commence liquidation on the Current Termination Date. Moreover, the trust agreement provides that funds may be withdrawn from the trust account only upon consummation of an initial business combination, in connection with the failure of the Company to consummate a business combination by the Current Termination Date or other limited purposes. The Trust Amendment is necessary to extend the period for the Company to consummate a business combination from the Current Termination Date to the Extended Termination Date and to permit the withdrawal and distribution of the funds to public shareholders who properly demand redemption in connection with the Extension Amendment and the Trust Amendment.

Our sponsor has waived its redemption rights with respect to its shares if we fail to consummate a business combination by the Current Termination Date. The Company would expect to pay the costs of liquidation from its remaining assets outside of the trust fund or up to $100,000 available to the Company from interest income on the trust account balance. In considering the Extension Amendment and the Trust Amendment, the Board came to the conclusion that the potential benefits of an initial business combination to the Company and its shareholders outweighed the possibility of any liability as a result of the Extension Amendment and the Trust Amendment.

Since the completion of its IPO, the Company has been dealing with many of the practical difficulties associated with the identification of a business combination target, negotiating business terms with potential targets, conducting related due diligence and obtaining the necessary audited financial statements. Commencing promptly upon completion of its IPO, the Company began to search for an appropriate business combination target. During the process, it relied on numerous business relationships and contacted investment bankers, private equity funds, consulting firms, operating companies and legal and accounting firms.

As previously disclosed, on May 3, 2016, we issued the Rule 2.7 Announcement stating that the Board and TLA reached agreement on the terms of a recommended offer by the Company for the entire issued and to be issued ordinary share capital of TLA. In connection with the Offer, the Rule 2.7 Announcement disclosed that the Company intended to acquire all outstanding shares of TLA in a cash and stock transaction by means of a court-sanctioned scheme of arrangement between TLA and TLA shareholders under the UK Companies Act of 2006, as amended.

On September 13, 2016, the Board determined that it was no longer in the best interests of the Company’s shareholders for the Company to proceed with the Offer considering TLA’s withdrawal of its recommendation to TLA shareholders. As a result, the Offer was withdrawn as also agreed with TLA.

As the Company believes an initial business combination would be in the best interests of the Company’s shareholders, and because the Company will not be able to conclude any such business combination by the Current Termination Date, the Company has determined to seek shareholder approval to extend the time for closing a business combination beyond the Current Termination Date to the Extended Termination Date.

The Company believes that given the Company’s expenditure of time, effort and money on finding an initial business combination and attempting to consummate the TLA transaction, circumstances warrant providing public shareholders an opportunity to consider an initial business combination. However, the Company’s IPO prospectus stated that if the effect of any proposed amendments to the Company’s Amended and Restated Memorandum and Articles of Association, if adopted, would be to delay the date on which a shareholder could otherwise redeem shares for a pro rata portion of the funds available in the trust account, the Company will provide that, if such amendments are approved by holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on such amendments, dissenting public shareholders will have the right to redeem their public shares. Accordingly, holders of public shares may elect to redeem their shares in connection with the Extension Amendment and the Trust Agreement regardless of whether such public shareholders were holders as of the record date. The Company believes that such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable acquisition in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association.

All public shareholders may make the Election. If the Extension Amendment and the Trust Amendment are approved by the requisite vote of shareholders and not abandoned, the remaining holders of public shares will retain their right to redeem their shares for a pro rata portion of the funds available in the trust account upon consummation of an initial business combination, subject to any limitations set forth in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive agreement relating to the Company’s initial business combination. In addition, public shareholders who vote for the Extension Amendment or the Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed its initial business combination by the Extended Termination Date. Public shareholders who vote for the Extension Amendment and the Trust Amendment, irrespective of whether they make the Election, will be entitled to receive the Cash Payment, provided that the Extension Amendment and the Trust Amendment are approved. However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.

As noted in “Possible Claims Against, and Impairment of, the Trust Account” below, the Extension Amendment and the Trust Amendment will result in the Company incurring additional transaction expenses. The Board believes that, if the Extension Amendment and the Trust Amendment are approved (and not abandoned) and no material liabilities are sought to be satisfied from the trust account, any resulting redemptions would have no adverse effect on the public shareholders because they would receive approximately the same amounts they would have received if the Company had redeemed all public shares in connection with the failure to consummate a business combination by the Current Termination Date, and, if the Company is not able to consummate a business combination prior to the Extended Termination Date, its public shareholders at that time would receive approximately the same redemption proceeds as if they had redeemed all public shares in connection with the failure to consummate a business combination by the Current Termination Date.

However, if material liabilities are sought to be satisfied from the trust account, the trust account could possibly be reduced or subject to reduction beyond the reduction resulting from public shareholder redemptions, which could result in the reduction of a public shareholder’s current pro rata portion of the trust account available for distribution. Moreover, attendant litigation could result in a delay in the availability of trust account funds for use by the Company upon completion of the Company’s initial business combination. As of the date of this proxy statement, the Company is not aware of any such liabilities or litigation.

A shareholder’s approval of the Trust Amendment will constitute consent to the use of the Company’s trust account proceeds to pay, at the time the Extension Amendment becomes effective, and in exchange for surrender of shares, pro rata portions of the funds available in the trust account to the public shareholders making the Election in lieu of later distributions to which they would otherwise be entitled.

Citigroup Global Markets Inc. the sole book-running manager of the IPO, has agreed to cover up to $225,000 of the Company’s legal and other expenses relating to the identification and consummation of the Company’s initial business combination. 

Possible Claims Against, and Impairment of, the Trust Account

In considering the Extension Amendment and the Trust Amendment, the Company’s shareholders should be aware that if the Extension Amendment and the Trust Amendment are approved (and not abandoned), the Company will incur substantial expenses in seeking to complete its initial business combination, in addition to expenses incurred in proposing the Extension Amendment and the Trust Amendment. Certain of our directors have made advances to the Company in an amount of $500,000 in the aggregate, as of June 30, 2016. The advances are non-interest bearing, unsecured and will only be repaid upon the completion of a business combination. Our sponsor or an affiliate of our sponsor or certain of our officers and directors may, but are not obligated to, loan as additional funds as may be required. If we consummate an initial business combination, we would repay such loaned amounts. In the event that the initial business combination does not close, we may use a portion of the working capital held outside the trust account to repay such loaned amounts but no proceeds from our trust account would be used for such repayment, other than interest on such proceeds. Up to $1,000,000 of any such loans (including the $500,000 of advances as of June 30, 2016, described above) may be convertible into shares of the post business combination entity at a price of $10.00 per share at the option of the lender. Such shares would be identical to the private placement shares issued to the sponsor in connection with the IPO. The terms of such loans, if any, have not been determined and no written agreements exist with respect to such loans. 

If the Company is unable to complete a business combination within the required time period, Messrs. Goodwin, Klein, Alli and Mitchell will be jointly and severally liable to ensure that the proceeds in the trust account are not reduced by the claims of target businesses or claims of vendors or other entities that are owed money by the Company for services rendered or contracted for or products sold to it, but only if such vendor or target business has not executed a waiver of claims against the trust account and except as to any claims under our indemnity of the underwriters. In the event that an executed waiver is deemed to be unenforceable against a third party, Messrs. Goodwin, Klein, Alli and Mitchell will not be responsible to the extent of any liability for such third party claims. We cannot assure you, however, that, Messrs. Goodwin, Klein, Alli and Mitchell would be able to satisfy those obligations. With the exception of Messrs. Goodwin, Klein, Alli and Mitchell as described above, none of our officers will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses. In the event that the proceeds in the trust account are reduced below $10.50 per share and Messrs. Goodwin, Klein, Alli and Mitchell assert that they are unable to satisfy any applicable obligations or that they have no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against Messrs. Goodwin, Klein, Alli and Mitchell to enforce their indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Messrs. Goodwin, Klein, Alli and Mitchell to enforce their indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of a public shareholder’s pro rata portion of the funds available in the trust account will not be less than $10.50 per share. You should read the proxy statement carefully for more information concerning this possibility and other consequences of the adoption of the Extension Amendment and the Trust Amendment.

In view of the foregoing, the Board believes it in the best interests of the Company’s shareholders to approve the Extension Amendment and the Trust Amendment.

Automatic Redemption

If the Extension Amendment and the Trust Amendment are not approved and a business combination is not consummated by the Current Termination Date, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our tax obligations (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public shareholders’ rights as shareholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining shareholders and our Board, commence a voluntary liquidation and thereby a formal dissolution of the Company, subject in each case to our obligations under BVI law to provide for claims of creditors and the requirements of other applicable law. The Company would expect to pay the costs of liquidation from its remaining assets outside of the trust fund or up to $100,000 available to the Company from interest income on the trust account balance. If either the Extension Amendment or the Trust Amendment is not approved, no shareholders will be entitled to receive the Cash Payment.

Redemption Rights

If the Extension Amendment and the Trust Amendment are approved (and not abandoned), the Company will afford the public shareholders making the Election the opportunity to receive, at the time the Extension Amendment and the Trust Amendment become effective, and in exchange for the surrender of their shares, a pro rata portion of the funds available in the trust account. You will also be able to redeem your public shares in connection with the expected shareholder vote to approve an initial business combination, or if the Company has not consummated a business combination by the Extended Termination Date. However, only public shareholders who vote for the Extension Amendment and the Trust Amendment, irrespective of whether they make the Election, will be entitled to receive the Cash Payment, provided that the Extension Amendment and the Trust Amendment are approved.

If you do not make the Election, you will retain the opportunity to redeem your public shares upon consummation of an initial business combination in connection with a shareholder vote to approve such transaction, subject to any limitations set forth in the Amended and Restated Memorandum and Articles of Association and any limitations to be contained in the definitive agreement relating to the Company’s initial business combination. In addition, public shareholders who vote for the Extension Amendment and the Trust Amendment and do not make the Election would be entitled to redemption if the Company has not completed a business combination by the Extended Termination Date.

Redemption Procedure

To exercise your redemption rights, you must tender your shares to the Company’s transfer agent at least two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016. A redemption demand may be made by ensuring your bank or broker complies with the requirements identified elsewhere herein. You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Extension Amendment and the Trust Amendment.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind mzimkind@continentalstock.com, by two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016, or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the special meeting ensures that a redeeming holder’s Election is irrevocable once the Extension Amendment and the Trust Amendment are approved. In furtherance of such irrevocable election, shareholders making the Election will not be able to tender their shares at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the shareholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a shareholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $80 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that shareholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Such shareholders will have less time to make their investment decision than those shareholders that do not elect to exercise their redemption rights. Shareholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures by two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016, will not be redeemed for cash. In the event that a public shareholder tenders its shares and decides prior to the special meeting that it does not want to redeem its shares, the shareholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at address listed above. In the event that a public shareholder tenders shares and the Extension Amendment and the Trust Amendment are not approved or are abandoned, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the shareholder promptly following the determination that the Extension Amendment and the Trust Amendment will not be approved or will be abandoned. The Company anticipates that a public shareholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment and the Trust Amendment would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment and execution of the Trust Amendment. The Company will hold the certificates of public shareholders that make the Election until such shares are redeemed for cash or returned to such shareholders.

If properly demanded, the Company will redeem each public share for a pro rata portion of the funds available in the trust account, calculated as of the record date. As of August 31, 2016, this would amount to approximately $10.52 per share (including $0.02 of accrued interest). If you exercise your redemption rights, you will be exchanging your shares for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption, and tender your share certificate(s) to the Company’s transfer agent by two business days prior to the special meeting, or by 5:00 p.m., local time, on Friday, October 28, 2016. If the Extension Amendment and the Trust Amendment are not approved or if they are abandoned, these shares will not be redeemed for cash. If the Extension Amendment and the Trust Amendment are approved, shareholders that voted in favor of the Extension Amendment and the Trust Amendment will be entitled to receive the Cash Payment. However, if the Company is unable to complete its initial business combination by the Current Termination Date (unless such date is extended), the shares of the public shareholders will be redeemed in accordance with the terms of the Amended and Restated Memorandum and Articles of Association promptly following such date.

Interests of the Company’s Officers and Directors

When you consider the recommendation of the Board, you should keep in mind that the Company’s executive officers and directors have interests that may be different from, or in addition to, your interests as a shareholder. These interests include, among other things:

The Board’s Reasons for the Extension Amendment and the Trust Amendment, its Conclusion, and its Recommendation

As discussed below, after careful consideration of all relevant factors, the Board has determined that the Extension Amendment and the Trust Amendment are fair to, and in the best interests of, the Company and its shareholders. The Board has approved and declared advisable adoption of the Extension Amendment and the Trust Amendment, and recommends that you vote “FOR” such adoption.

In determining to recommend the Extension Amendment and the Trust Amendment, the Board concluded that an initial business combination is in the best interests of the Company’s shareholders, since it believes the Company’s shareholders may benefit from such transaction.

The Company believes that given the Company’s expenditure of time, effort and money on finding an initial business combination and attempting to consummate the TLA transaction, circumstances warrant providing public shareholders an opportunity to consider such business combination. However, the Company’s IPO prospectus stated that if the effect of any proposed amendments to the Company’s Amended and Restated Memorandum and Articles of Association, if adopted, would be to delay the date on which a shareholder could otherwise redeem shares for a pro rata portion of the funds available in the trust account, the Company will provide that, if such amendments are approved by holders of sixty-five percent (65%) or more of the Company’s shares present (in person or by proxy) and voting at the special meeting and voting on such amendments, dissenting public shareholders will have the right to redeem their public shares. Accordingly, holders of public shares may elect to redeem their shares in connection with the Extension Amendment and the Trust Amendment regardless of whether such public shareholders were holders as of the record date. The Company believes that such redemption right protects the Company’s public shareholders from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable acquisition in the timeframe contemplated by the Amended and Restated Memorandum and Articles of Association. However, the Company will not proceed with the Extension Amendment and the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001.

Having taken into account the matters discussed above, the Board believes that, if the Extension Amendment and the Trust Amendment are approved (and not abandoned) and no material liabilities are sought to be satisfied from the trust account, any resulting redemptions would have no adverse effect on the public shareholders because they would receive approximately the same amounts they would have received if the Company had redeemed all public shares in connection with the failure to consummate a business combination by the Current Termination Date, and, if the Company is not able to consummate a business combination prior to the Extended Termination Date, its public shareholders at that time would receive approximately the same redemption proceeds as if they had redeemed all public shares in connection with the failure to consummate a business combination by the Current Termination Date.

The Board has unanimously approved the Extension Amendment and the Trust Amendment.

In addition, the Board was mindful of and took into account the conflicts, as described in “—Interests of the Company’s Officers and Directors”, between their respective personal pecuniary interests in successfully completing a business combination and the interests of public shareholders. The Board determined that their respective personal pecuniary interests, in the form of the contingent and hypothetical value of Company shares if a business combination is ultimately completed, was substantially less than additional time, effort and potential liability they might incur if they failed to discharge their fiduciary duties to the Company’s shareholders to the best of their ability, as well as substantially less than the potential benefits to public shareholders wishing to have an opportunity to consider an initial business combination, which they, as Company shareholders as well, share. In making that determination, Messrs. Goodwin, Klein, Alli and Mitchell took into consideration the fact that as a result of the Company proposing the Extension Amendment and the Trust Amendment, they may incur indemnification obligations to the Company under their existing commitment substantially in excess of those currently accrued. At the same time, they recognized that completing an initial business combination would be expected to result in a company more capable than the Company alone to pay existing obligations of the Company and expenses incurred after approval of the Extension Amendment and the Trust Amendment, all of which obligations they might be called upon to pay under their existing commitment.

After careful consideration of all relevant factors, the Board determined that the Extension Amendment and the Trust Amendment are fair to, and in the best interests of, the Company and its shareholders, and has declared them advisable.

Recommendation of the Board

The Board recommends that you vote “FOR” the Extension Amendment and the Trust Amendment.

DIRECTOR ELECTION PROPOSAL

The Board is currently divided into three classes, with only one class of directors being elected in each year and each class serving a three-year term. At the special meeting, shareholders are being asked to direct the election of two directors to the Board to serve as the first class of directors.

The Board has nominated John Service and Daniel Winston, each a current director, for re-appointment as the first class of directors, to hold office until the annual meeting of shareholders in 2019, or until his successor is elected and qualified. The Board will procure the re-appointment of Messrs. Service and Winston if the shareholders direct the same in the manner set out pursuant to the Director Election Proposal.

Unless you indicate otherwise, shares represented by executed proxies in the form enclosed will be voted to direct the election of each of Messrs. Service and Winston unless he is unavailable, in which case such shares will be voted for a substitute nominee designated by the Board. We have no reason to believe that either nominee will be unavailable or, if elected, will decline to serve.

For a biography of Messrs. Service and Winston, please see the section entitled “Management.”

Required Vote

Following the vote, the Board shall procure the re-appointment of the nominees receiving the highest number of affirmative votes. Unless marked to the contrary, proxies received will be voted “FOR” these nominees.

Recommendation of the Board

The Board recommends that you vote “FOR” the direction for election of the nominees named above and shall procure their appointment or re-appointment in the event that the required vote is obtained.

RATIFICATION OF APPOINTMENT OF OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We are asking our shareholders to direct the ratification of the Audit Committee’s selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016. The Audit Committee is directly responsible for appointing the Company’s independent registered public accounting firm. The Audit Committee is not bound by the outcome of this vote. However, if the shareholders do not direct, in the manner set forth herein, the ratification of the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2016, our Audit Committee intends to reconsider the selection of Marcum LLP as our independent registered public accounting firm.

Marcum LLP has audited our financial statements for the fiscal year ended December 31, 2015. A representative of Marcum LLP is expected to be present at the special meeting. The representative will have an opportunity to make a statement if he or she desires to do so and will be available to answer appropriate questions from shareholders.

The following is a summary of fees paid to our independent registered public accounting firm for services rendered during the period from January 14, 2015 (inception) through December 31, 2015:

Audit Fees

Audit fees consist of fees billed for professional services rendered for the audit of our year-end financial statements and services that are normally provided by Marcum LLP in connection with regulatory filings. The aggregate fees billed by Marcum LLP for professional services rendered for the audit of our annual financial statements, review of the financial information included in our Forms 10-Q for the respective periods, the registration statement for our IPO, the closing Form 8-K and other required filings with the SEC for the period from January 14, 2015 (inception) through December 31, 2015 totaled $73,619. The above amounts include interim procedures and audit fees, as well as attendance at audit committee meetings.

Audit-Related Fees

Audit-related services consist of fees billed for assurance and related services that are reasonably related to performance of the audit or review of our financial statements and are not reported under “Audit Fees.” These services include attestation services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards. We did not pay Marcum LLP for consultations concerning financial accounting and reporting standards during the period from January 14, 2015 (inception) through December 31, 2015.

Tax Fees

We did not pay Marcum LLP for tax planning and tax advice for the period from January 14, 2015 (inception) through December 31, 2015.

All Other Fees

We did not pay Marcum LLP for other services for the period from January 14, 2015 (inception) through December 31, 2015.

Pre-Approval Policy

Our audit committee was formed upon the consummation of our IPO. As a result, the audit committee did not pre-approve all of the foregoing services, although any services rendered prior to the formation of our audit committee were approved by our Board. Since the formation of our audit committee, and on a going-forward basis, the audit committee has and will pre-approve all auditing services and permitted non-audit services to be performed for us by our auditors, including the fees and terms thereof (subject to the de minimis exceptions for non-audit services described in the Exchange Act which are approved by the audit committee prior to the completion of the audit).

Required Vote

The direction to ratify the appointment of Marcum LLP requires the vote of a majority of the shares present in person or by proxy and entitled to vote on the matter at the special meeting.

Recommendation

The Board recommends that you vote “FOR” the ratification of the selection by the audit committee of Marcum LLP as our independent registered public accounting firm and such ratification will be procured by the board if the required vote is obtained.

THE ADJOURNMENT PROPOSAL

The adjournment proposal, if adopted, will request the chairman of the special meeting (who has agreed to act accordingly) to adjourn the special meeting to a later date or dates to permit further solicitation of proxies. The adjournment proposal will only be presented to our shareholders in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve the other proposals in this proxy statement. If the adjournment proposal is not approved by our shareholders, the chairman of the meeting shall not adjourn the special meeting to a later date in the event, based on the tabulated votes, there are not sufficient votes at the time of the special meeting to approve any of the other proposals.

Required Vote

If a majority of the shares present in person or by proxy and entitled to vote on the matter at the special meeting vote for the adjournment proposal, the chairman of the special meeting will agree to exercise his or her power to adjourn the meeting as set out above.

Recommendation

The Board recommends that you vote “FOR” the adjournment proposal.

Jonathan Goodwin , our Chief Executive Officer, President and a director since inception, is founder and CEO of Lepe Partners LLP, an independent merchant bank focused on the media, internet and consumer sectors. Lepe Partners LLP started in December, 2011 as a successor to LongAcre Partners, a middle market boutique investment bank that he co-founded in 2000 and sold to Jefferies Group Inc. (“Jefferies”) in 2007. As CEO and Co-founder of LongAcre Partners, Mr. Goodwin built the company into a mid-market media and corporate finance house, prior to selling it to Jefferies. While at Jefferies, from 2007 to February 2011, Mr. Goodwin was head of global TMT (Technology, Media and Telecommunications) investment banking. During his career, Mr. Goodwin has advised on over 100 transactions in the media and internet sectors. Mr. Goodwin has focused on the media, internet and consumer sectors since his time at private equity investment firm, Apax Partners, which he joined in 1998. After leaving Apax Partners in 1998, he joined the Management Buy-In team of Talk Radio, a radio station that became the foundation for the Wireless Group PLC, the UK radio broadcasting and syndication company that went on to acquire a series of other UK radio stations before being acquired itself by UTV PLC in 2005 for £98 million. In 2006, Mr. Goodwin co-created, and remains involved in, the Founders Forum, a global network of digital and technology entrepreneurs which hosts one of Europe’s leading tech entrepreneur gathering and invite-only events in London for the last 9 years. In 2009, Mr. Goodwin also co-founded PROfounders Capital, an early-stage fund backed by entrepreneurs for digital entrepreneurs, which focuses on capital efficient, early-stage companies operating in the digital media and technology space, which to date has invested in 26 businesses. Mr. Goodwin is also President of the British Fashion Council’s Investment Pillar and sits on the advisory board for the Tech City Future Fifty. He has served as director of Boat International Group Limited, a private publishing and media company, since December 2013, as director of Boat Bidco Limited, a private publishing and media company, since December 2013, as director of Hotspring Ventures Limited, a private online health and beauty marketplace, since November 2014, as director of ChemD Holding Limited, a privately-held holding company for an online pharmacy, since November 2014, as non-executive director of The Towcester Racecourse Company Limited, a family-owned racecourse operator, since September 2012. He has an undergraduate degree in geography from the University of Nottingham .  We believe that Mr. Goodwin is well qualified to serve as a director due to his wide-ranging experience in media, technology and finance, and his broad network of contacts.

Lord Waheed Alli , our Chairman and an independent director since March 2015, also serves as Chairman of the Board of the Indian fashion company KOOVS plc, an online retailer, as well as Chairman of the Board of Silvergate Media, a company specializing in children’s television, positions which he has held since August 2012 and September 2011, respectively. As a former managing director at Carlton TV, from March 1999 to November 2000, Lord Alli was responsible for the production of all its programs. He was also Managing Director of Planet 24, a UK-based independent production company, from October 1991 to December 2000. Since 1992 he has also been a director of “Castaway”, which has the rights to the reality TV program “Survivor”. Until November 2012, he was the founding Chairman of the Board of ASOS, plc, a global online fashion retailer, and since January 2006 has been a Director of Olga TV, a production company which he runs with television entertainer Paul O’Grady. Lord Alli was appointed a working Labour peer in July 1998. Lord Alli is also Chancellor of De Montford University, a trustee of The Elton John Aids Foundation and President of the National Youth Theatre. We believe Lord Alli is well qualified to serve as our Chairman due to his wide-ranging experience in media, technology and finance, and his broad network of contacts.

Jonathan Mitchell , our Chief Financial Officer and a director since inception, also currently serves as a Managing Director at B. Riley Capital Management, LLC (until February 2015 known as MK Capital Advisors, LLC), an SEC registered Investment Advisor which also provides advisory services to high net worth individuals and small institutions, and serves as the advisor to the MKCA Opportunity Fund, a fund-of-funds, a position he has held since July 2013. In his role at B. Riley Capital Management, LLC, he helps oversee investment portfolios, while simultaneously providing an array of integrated family office services, and is a registered representative with its broker-dealer affiliate, B. Riley & Co., LLC. Prior to joining B. Riley Capital Management, LLC, from May 2009 to June 2013 he served as the founder and Chief Executive Officer of Pacific Capital Partners, a global investment company and private investment vehicle started on behalf of a dozen international family offices, which made investments in companies where it could add strategic value and capital to accelerate growth. Previous to founding Pacific Capital Partners, from 2005 to 2009, Mr. Mitchell was an Equities Manager at Cullen Investments, a single-family office, which made special situation investments (including SPACs), based in London and Auckland, New Zealand. Mr. Mitchell began his career at JP Morgan from 2004 to 2005 and currently serves on the Advisory Board for Lepe Partners LLP, and independent merchant bank, and GSV Capital, an investment fund focused on early stage technology companies. He holds a BA degree from the Bristol Business School of the University of the West of England. We believe Mr. Mitchell is well-qualified to serve as a director due to his extensive experience in finance, advisory services and investment banking.

Mark Klein , one of our independent directors since inception, from January 2010 to the present has served as a Managing Member of M. Klein & Company, LLC, an investment and holding company, which among other investments, owns the Klein Group, LLC, a registered broker dealer and FINRA member, where he is a Registered Representative and Principal.  He is also an employee of B. Riley Capital Management, LLC (until February 2015 known as MK Capital Advisers, LLC) an SEC registered Investment Advisor which he co-founded and sold in February 2015 to B. Riley Financial, Inc. B. Riley Capital Management, LLC in addition to providing advisory services to high net worth individuals and small institutions, serves as the advisor to the MKCA Opportunity Fund, a fund-of-funds.  In May 2011, Mr. Klein cofounded and joined the Board of Directors of GSV Capital, a business development company focused on equity investments in private growth companies. Mr. Klein has held significant management positions throughout his career, including serving as the Chief Executive Officer and Co-Chairman of the Board of National Holdings Corporation from March 2013 to December 2014.   Mr. Klein was a Board Member of Crumbs Bake Shop, Inc., formerly 57 ^th  Street General Acquisition Corp., where he served as the Chief Executive Officer and a Director from April 2010 until May 2011, and thereafter solely as Director until April 2014.  He served as a Director of Great American Group from May 2009 to August 2014, formerly Alternative Asset Management Acquisition Corporation, where he also served as Chief Executive Officer and Director from March 2007 to July 2009. From September 2006 to March 2007 Mr. Klein served as Chairman of Ladenburg Thalmann & Co. Inc., which is engaged in retail and institutional securities brokerage, investment banking and asset management services. From April 2005 to September 2006 he was Chief Executive Officer and President of Ladenburg Thalmann Financial Services, Inc., the parent of Ladenburg Thalmann & Co. Inc., and Chief Executive Officer of Ladenburg Thalmann Asset Management Inc., a subsidiary of Ladenburg Thalmann Financial Services, Inc.  Mr. Klein served as the Chief Executive Officer and President of NBGI Asset Management, Inc. and NBGI Securities, which were U.S. subsidiaries of the National Bank of Greece from March 2000 to March 2005. Prior to joining NBGI, Mr. Klein was President and Founder of Newbrook Capital Management, Founder and Managing Member of Independence Holdings Partners, LLC, a private equity fund-of-funds company, and Founder and General Partner of Intrinsic Edge Partners, a long/short equity fund. Prior to joining Newbrook, he was a Senior Portfolio Manager for PaineWebber and Smith Barney Shearson. Mr. Klein is a graduate of J.L. Kellogg Graduate School of Management at Northwestern University, with a Masters of Management Degree and Bachelors of Business Administration Degree with high distinction from Emory University. We believe Mr. Klein is well-qualified to serve as a director due to his extensive experience in finance, advisory services, operations, management, investment banking and his wide ranging contacts in those fields.

Iain H. Abrahams , one of our directors since April 2015, is also a director at Fox Investments Limited, a family office investment company, and its various subsidiaries, where he has worked full time since October 2012. He became a director of Vacuum Furnace Engineering Limited in December 2014. Prior to this, beginning in 1995, Mr. Abrahams joined BZW (later Barclays Capital), where in December 2008 he joined the Executive Committee and was responsible for its Treasury, Liquidity, Principal Investments and Credit Markets sections. In 2011, he became Executive Vice Chairman of Barclays Bank, and chaired the Group Treasury and Real Estate Committees. He was a partner at Ernst & Young from 1988 to 1992 and was associated with Slaughter & May from 1992 to 1995. He is Treasurer and a Trustee of the Elton John Aids Foundation, a UK registered charity. He has a degree in law from the University of Glasgow and is a member of the Institute of Chartered Accountants of Scotland. We believe Mr. Abrahams is well-qualified to serve on our Board due to his experience in banking and finance as well as his legal experience.

John Service , one of our directors since April 2015, currently serves as a Portfolio Manager at Slome Capital LLC, a single-family office, where he has been since March 2013. In his role at Slome Capital LLC, he helps oversee a portfolio allocating to a variety of alternative investment strategies. Prior to joining Slome Capital LLC, from August 2011 to December 2012, he served as a Portfolio Manager at Portland House Advisors Inc., the investment arm of a large single-family office where he focused on managing the hedge fund portfolio. Before joining Portland House Advisors Inc., from April 2009 to July 2011, he was Head of Research at Harbor Hill Management, an investment consulting group, and from January 2007 until March 2009, Mr. Service was the Portfolio Manager and Investment Committee Member at ThreeAM Inc,. a fund of hedge funds. Prior to joining ThreeAM Inc., from 2004 to December 2006, Mr. Service was a Director and Head of Hedge Fund Structured Products at Wachovia Securities, where he launched the new business and oversaw the team which managed the business. Mr. Service began his career in alternative investments in 1996 at RBC Capital Markets and prior to leaving in 2004 was a Director of the Alternative Assets Group. He received a degree in Economics from Gettysburg College and is a Chartered Alternative Investment Analyst Association charter holder. We believe Mr. Service is well qualified to serve on our Board due to his experience with alternative investment and hedge fund strategies and his background in finance.

Daniel Winston , one of our directors since April 2015, has, since March 2014, also served as the Chief Sales, Marketing, and Community Officer and a member of the executive committee of Newsela, Inc., a startup company offering an online English Language Arts product to K-12 schools. Prior to this, in 1994, he founded CCT Group, Inc., a private consulting firm where he worked actively until December 2013. CCT’s clients included Fortune 500 companies in a variety of industries, non-profit corporations as well as the City of New York and the State of Colorado. CCT is currently in the process of winding down its active consulting operations but still has ongoing maintenance contracts. Prior to this, from 1984 to 1994, Mr. Winston worked in a variety of positions at Citibank, N.A., mostly in national operations, attaining the title of Vice President. Mr. Winston has a degree in Operations Research and Industrial Engineering from Cornell University. We believe Mr. Winston is well qualified to serve on our Board due to his experience in business planning and operations, consulting, sales, marketing, and business development.

Number and Terms of Office of Officers and Directors

Our Board is divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The term of office of the first class of directors, currently consisting of Messrs. Service and Winston, will expire at the special meeting. The term of office of the second class of directors, consisting of Messrs. Klein and Abrahams, will expire at the second annual meeting. The term of office of the third class of directors, consisting of Messrs. Alli, Goodwin and Mitchell, will expire at the third annual meeting.

Our officers are elected by the Board and serve at the discretion of the Board, rather than for specific terms of office. Our Board is authorized to appoint persons to the offices set forth in our Amended and Restated Memorandum and Articles of Association as it deems appropriate. Our Amended and Restated Memorandum and Articles of Association provides that our officers may consist of a Chief Executive Officer, President, Chief Financial Officer, one or more vice-presidents, secretaries and treasurers and such other offices as may be determined by the Board.

Shareholder Communications

Shareholders who wish to communicate directly with our Board, or any individual director, should direct questions in writing to the Company’s Chief Financial Officer, Atlantic Alliance Partnership Corp., 590 Madison Avenue, New York, New York 10022. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Board Communication” or “Director Communication.” All such letters must identify the author and clearly state whether the intended recipients are all members of the Board or just certain specified individual directors. The Company’s Chief Financial Officer will make copies of all such letters and circulate them to the appropriate director or directors.

Director Independence

Nasdaq listing standards require that a majority of our Board be independent as long as we are not a controlled company. An “independent director” is defined under the Nasdaq rules generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the Board, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our Board has determined that Messrs. Alli, Abrahams, Klein, Service and Winston are “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules. Our independent directors have regularly scheduled meetings at which only independent directors are present.

Leadership Structure and Risk Oversight

The Board believes that prior to the consummation of the Company’s initial business combination, the most effective leadership structure is for Mr. Goodwin to continue to serve as our principal executive officer and Mr. Alli to continue to serve as chairman. The Board has chosen to separate the principal executive officer and chairman positions because it believes that (i) independent oversight of management is an important component of an effective board of directors and (ii) this structure benefits the interests of all shareholders. If the Board convenes for a meeting, the non-management directors will meet in executive session if circumstances warrant. Given the composition of the Board with a strong slate of independent directors, the Board does not believe that it is necessary to formally designate a lead independent director at this time, although it may consider appointing a lead independent director if circumstances change.

The Board’s oversight of risk is administered directly through the Board, as a whole, or through its audit committee. Various reports and presentations regarding risk management are presented to the Board including the procedures that the Company has adopted to identify and manage risk. The audit committee addresses risks that fall within the committee’s area of responsibility. For example, the audit committee is responsible for overseeing the quality and objectivity of the Company’s financial statements and the independent audit thereof. The audit committee reserves time at each of its meetings to meet with the Company’s independent registered public accounting firm outside of the presence of the Company’s management.

Board of Directors and Committees

During the period from January 14, 2015 (inception) through December 31, 2015, our Board met or acted by written consent twelve times, our audit committee held four meetings and our compensation committee acted by written consent one time. Each of our directors attended 100% of the board meetings and their respective committee meetings. The Company does not have a policy regarding director attendance at annual meetings, but encourages the directors to attend if possible.

Audit Committee

We have established an audit committee of the Board. Messrs. Abrahams, Klein and Service currently serve as members of our audit committee. Mr. Klein serves as chairman of the audit committee. Under the Nasdaq listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Messrs. Abrahams, Klein and Service are independent.

Each member of the audit committee is financially literate and our Board has determined that Mr. Service qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

We have adopted an audit committee charter, which details the responsibilities of the audit committee, including:

Compensation Committee

The members of our compensation committee are Messrs. Winston and Service. Mr. Service serves as chairman of the compensation committee. We have adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by Nasdaq and the SEC.

Notwithstanding the foregoing, no compensation of any kind, including finder’s and consulting fees, will be paid to our sponsor, executive officers and directors, or any of their respective affiliates, for services rendered prior to or in connection with the consummation of an initial business combination, except that we may pay Lepe Partners LLP, an entity affiliated with our President and Chief Executive Officer, and/or M. Klein & Co. LLC, an entity affiliated with one of our directors, a fee for financial advisory services rendered in connection with our identification, negotiation and consummation of our initial business combination, which will not be made from the proceeds held in the trust account prior to the completion of our initial business combination. The amount of any fee we pay to Lepe Partners LLP and/or M. Klein & Co. LLC will be based upon the prevailing market for similar services for such transactions at such time, and will be subject to the review of our audit committee pursuant to the audit committee’s policies and procedures relating to transactions that may present conflicts of interest.

Other Board Committees

We do not have a standing nominating committee, though we intend to form a corporate governance and nominating committee as and when required to do so by law or NASDAQ rules. In accordance with Rule 5605(e)(2) of the Nasdaq rules, a majority of the independent directors may recommend a director nominee for selection by the Board. The Board believes that the independent directors can satisfactorily carry out the responsibility of properly selecting or approving director nominees without the formation of a standing nominating committee. The directors who we expect to participate in the consideration and recommendation of director nominees are Messrs. Alli, Abrahams, Klein, Service and Winston. In accordance with Rule 5605(e)(1)(A) of the Nasdaq Rules, all such directors are independent. As there is no standing nominating committee, we do not have a nominating committee charter in place.

The Board will also consider director candidates recommended for nomination by our shareholders during such times as they are seeking proposed nominees to stand for election at the next annual meeting of shareholders (or, if applicable, a special meeting of shareholders). Our shareholders that wish to nominate a director for election to the Board should follow the procedures set forth in Regulation 9.1 of our Memorandum and Articles of Association.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the Board considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our shareholders. 

Code of Conduct and Ethics

We have adopted a Code of Ethics applicable to our directors, officers and employees. Copies of our Code of Ethics and our audit committee and compensation committee charters are available, without charge, upon request from us.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who own more than ten percent of any publicly traded class of our equity securities, to file reports of ownership and changes in ownership of equity securities of the Company with the SEC. Officers, directors, and greater-than-ten-percent shareholders are required by the SEC’s regulations to furnish the Company with copies of all Section 16(a) forms that they file.

Based solely upon a review of Forms 3 and Forms 4 furnished since the effective date of our IPO, we believe that all such forms required to be filed pursuant to Section 16(a) of the Exchange Act were timely filed, as necessary, by the officers, directors, and security holders required to file the same.