UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
Filed
by the Registrant
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Filed
by a Party other than the Registrant
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Check
the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section 240.14a-12
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JM
GLOBAL HOLDING COMPANY
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment
of Filing Fee (Check the appropriate box):
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Fee computed on table below per Exchange Act
Rules 14a-6(i) (1) and 0-11.
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(1)
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Title of each class of securities to which transaction
applies:
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(2)
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Aggregate number of securities to which transaction
applies:
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(3)
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Per unit price or other underlying
value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated
and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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Fee paid previously with preliminary materials.
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Check box if any part of
the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.
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PRELIMINARY
PROXY STATEMENT – SUBJECT TO COMPLETION, DATED JANUARY 4, 2018
JM
GLOBAL HOLDING COMPANY
1615
South Congress Avenue
Suite
103
Delray
Beach, Florida 33445
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY [*], 2018
TO
THE STOCKHOLDERS OF JM GLOBAL HOLDING COMPANY:
You
are cordially invited to attend the special meeting, which we refer to as the “Special Meeting”, of stockholders of
JM Global Holding Company, which we refer to as “we”, “us”, “our”, “JM Global”
or the “Company”, to be held at 10:00 a.m. Eastern Time on January [*], 2018 at the offices of Ellenoff Grossman &
Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105. The accompanying proxy statement, which
we refer to as the “Proxy Statement”, is dated January [*], 2018, and is first being mailed to stockholders of the
Company on or about January [*], 2018. The sole purpose of the Special Meeting is to consider and vote upon the following proposals:
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a proposal to amend the Company’s
amended and restated certificate of incorporation, as amended, which we refer to as the “charter”, in the form
set forth in
Annex A
to the accompanying Proxy Statement, which we refer to as the “Extension Amendment”
and such proposal the “Extension Amendment Proposal”, to extend the date by which the Company must (i) consummate
a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination involving
the Company, which we refer to as a “business combination”, (ii) cease its operations if it fails to complete
such business combination, and (iii) redeem or repurchase 100% of the Company’s common stock included as part of the
units sold in the Company’s initial public offering that was consummated on July 29, 2015, which we refer to as the
“IPO”, from January 29, 2018 to April 30, 2018, which we refer to as the “Extension”, and such later
date, the “Extended Date”;
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a proposal to amend the Investment
Management Trust Agreement, which we refer to as the “Trust Agreement”, dated July 23, 2015, as amended, by and
between the Company and Continental Stock Transfer & Trust Company, which we refer to as “Continental”, in
the form set forth in
Annex B
to the accompanying Proxy Statement, to extend the date on which Continental
must liquidate the trust account, which we refer to as the “Trust Account”, established in connection with our
IPO if the Company has not completed a business combination, from January 29, 2018 to April 30, 2018, and to permit the withdrawal
of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension
Amendment, which we refer to as the “Trust Amendment” and such proposal the “Trust Amendment Proposal”;
and
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a proposal to approve the
adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal or the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal”. The Adjournment Proposal
will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal
or the Trust Amendment Proposal.
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Each
of the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal is more fully described in the
accompanying Proxy Statement.
The
purpose of the Extension Amendment and the Trust Amendment is to allow the Company more time to complete its previously announced
proposed business combination, which we refer to as the “Sunlong Business Combination”, with China Sunlong Environmental
Technology Inc., which we refer to as “Sunlong”, pursuant to the share exchange agreement dated August 28, 2017, as
it may be amended from time to time, which we refer to as the “Share Exchange Agreement”. The Company’s IPO
prospectus and amended and restated certificate of incorporation provided that the Company had until July 29, 2017 to complete
a business combination. On July 27, 2017, the Company filed an amendment to its amended and restated certificate of incorporation
to extend the date by which the Company must consummate its business combination and the date for cessation of operations of the
Company if the Company has not completed a business combination from July 29, 2017 to January 29, 2018. In addition, on July 27,
2017, the Company entered into Amendment No. 1 to the Trust Agreement with Continental to extend the date on which Continental
must liquidate the Trust Account if the Company has not completed a business combination from July 29, 2017 to January 29, 2018.
On October 11, 2017, the Company filed
a preliminary proxy statement, which was subsequently amended on each of December 1, 2017 and December 20, 2017, with the Securities
and Exchange Commission, which we refer to as the “SEC”, to approve the Sunlong Business Combination, which we refer
to as the “Merger Proxy Statement”. Our board of directors, which we refer to as the “Board”, currently
believes that there may not be sufficient time before January 29, 2018 to complete the Sunlong Business Combination. The purpose
of the Extension Amendment and the Trust Amendment is to allow the Company more time to complete the Sunlong Business Combination,
which our Board believes is in the best interests of our stockholders. As described in the Merger Proxy Statement, we intend to
hold another stockholders meeting prior to the Extended Date in order to seek stockholder approval of the Sunlong Business Combination.
In accordance with the Company’s bylaws, in the event that such stockholders meeting to approve the Sunlong Business Combination
is held on or prior to January 29, 2018, the Board intends to cancel the Special Meeting upon public announcement to its stockholders,
either by press release and/or the filing with the SEC of a Current Report on Form 8-K.
In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable and amounts released to us for working capital purposes), divided by the number of then outstanding shares
of common stock issued in our IPO, which shares we refer to as the “public shares”, and which election we refer to
as the “Election”, regardless of whether such public stockholders vote “FOR” or “AGAINST”
the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal and the Trust Amendment
Proposal are approved by the requisite vote of stockholders, the remaining holders of public shares will retain their right to
redeem their public shares when the proposed business combination is submitted to the stockholders, subject to any limitations
set forth in our charter as amended by the Extension Amendment. In addition, public stockholders who vote “FOR” the
Extension Amendment Proposal and the Trust Amendment Proposal and do not make the Election would be entitled to have their shares
redeemed for cash if the Company has not completed a business combination by the Extended Date. Zhong Hui Holding Limited, which
we refer to as our “Sponsor”, and other officers and directors own 1,312,500 shares of our common stock, which we
refer to as the “Founder Shares”, that were issued to the Sponsor at the time of our IPO, 250,000 shares of our common
stock, which we refer to as the “Placement Shares”, that were purchased by the Sponsor in a private placement which
occurred simultaneously with the completion of the IPO and 3,000,000 of our public shares, representing an aggregate of 81.5%
of our issued and outstanding shares of common stock as of the record date of January 3, 2018.
To
exercise your redemption rights, you must affirmatively vote either “FOR” or “AGAINST” the Extension Amendment
Proposal and the Trust Amendment Proposal and demand that the Company redeem your shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special
Meeting (or January [*], 2018). A redemption demand may be made by checking the box on the proxy card provided for that purpose
and returning the proxy card in accordance with the instructions provided, and, at the same time, ensuring your bank or broker
complies with the requirements identified elsewhere herein. 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.
Based
upon the amount in the Trust Account as of December 31, 2017, the Company anticipates that the per-share price at which public
shares will be redeemed from cash held in the Trust Account will be approximately $10.00 at the time of the Special Meeting. The
closing price of the Company’s common stock on January 3, 2018 was $9.96. The Company cannot assure stockholders that they
will be able to sell their shares of the Company’s common stock in the open market, even if the market price per share is
higher than the redemption price stated above, as there may not be sufficient liquidity in its securities when such stockholders
wish to sell their shares.
The
purpose of the Trust Amendment is to amend the Company’s Trust Agreement to extend the date on which Continental must liquidate
the Trust Account if the Company has not completed a business combination, from January 29, 2018 to April 30, 2018, and to permit
the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection
with the Extension Amendment Proposal.
The
Adjournment Proposal, if adopted, will allow our Board 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 stockholders in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we do not consummate a business combination
by January 29, 2018, in accordance with our charter, we will (i) cease all operations except for the purpose of winding up, (ii)
as promptly as reasonably possible, but in any event no later than ten (10) business days thereafter, subject to funds being lawfully
available therefor, redeem all public shares then outstanding at a per share price, payable in cash, equal to the aggregate amount
then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest
released to the Company for working capital purposes, the payment of taxes or dissolution expenses, divided by the total number
of then outstanding public shares, which redemption will completely extinguish rights of the public stockholders as stockholders
of the Company with respect to their public shares (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
the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to our
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. There will be no distribution
from the Trust Account with respect to our warrants, which will expire worthless in the event of our winding up. In the event
of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account as a result
of their ownership of the Founder Shares or the Placement Shares.
Subject
to the foregoing, the affirmative vote of at least 90% of the Company’s outstanding common stock, including the Founder
Shares and the Placement Shares, will be required to approve the Extension Amendment Proposal and the Trust Amendment Proposal.
The approval of both the Extension Amendment and the Trust Amendment are essential to the implementation of our Board’s
plan to extend the date by which we must consummate our business combination. Therefore, our Board will abandon and not implement
either amendment unless our stockholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This
means that if one proposal is approved by the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding
stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to
abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.
Approval
of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented in person
or by proxy at the Special Meeting.
Our
Board has fixed the close of business on January 3, 2018 as the date for determining the Company stockholders entitled to receive
notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock
on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof.
You
are not being asked to vote on the proposed Sunlong Business Combination at this time. If you are a stockholder as of the record
date for the special meeting to seek stockholder approval of the Sunlong Business Combination, you will have the right to vote
on the Sunlong Business Combination when it is submitted at a separate meeting of stockholders.
After
careful consideration of all relevant factors, the Board has determined that the Extension Amendment Proposal, the Trust Amendment
Proposal and, if presented, the Adjournment Proposal are advisable and recommends that you vote or give instruction to vote “FOR”
such proposals.
Under
Delaware law and the Company’s bylaws, no other business may be transacted at the Special Meeting.
Enclosed
is the Proxy Statement containing detailed information concerning the Extension Amendment Proposal, the Trust Amendment Proposal,
the Adjournment Proposal and the Special Meeting. Whether or not you plan to attend the Special Meeting, we urge you to read this
material carefully and vote your shares.
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By Order
of the Board of Directors
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January [*],
2018
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/s/
Tim Richerson
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Chief Executive
Officer
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Your
vote is important. If you are a stockholder of record, please sign, date and return your proxy card as soon as possible to make
sure that your shares are represented at the Special Meeting. If you are a stockholder of record, you may also cast your vote
in person at the Special Meeting. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker
or bank how to vote your shares, or you may cast your vote in person at the Special Meeting by obtaining a proxy from your brokerage
firm or bank. Your failure to vote or instruct your broker or bank how to vote will have the same effect as voting “AGAINST”
the Extension Amendment Proposal and the Trust Amendment Proposal, and an abstention will have the same effect as voting “AGAINST”
the Extension Amendment Proposal and the Trust Amendment Proposal.
Important Notice Regarding the Availability of Proxy Materials
for the Special Meeting of Stockholders to be held on January [*], 2018:
This notice of meeting and the accompanying Proxy
Statement are available at
http://www.cstproxy.com/jmglobalholdingcompany/sm2018
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PRELIMINARY
PROXY STATEMENT – SUBJECT TO COMPLETION, DATED JANUARY 4, 2018
JM
GLOBAL HOLDING COMPANY
1615
South Congress Avenue
Suite
103
Delray
Beach, Florida 33445
SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JANUARY [*], 2018
PROXY STATEMENT
The
special meeting, which we refer to as the “Special Meeting”, of stockholders of JM Global Holding Company, which we
refer to as the “we”, “us”, “our”, “JM Global” or the “Company”, will
be held at 10:00 a.m. Eastern Time on January [*], 2018 at the offices of Ellenoff Grossman & Schole LLP, located at 1345
Avenue of the Americas, 11th Floor, New York, New York 10105, for the sole purpose of considering and voting upon the following
proposals:
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a proposal to amend the Company’s
amended and restated certificate of incorporation, as amended, which we refer to as the “charter”, in the form
set forth in
Annex A
, which we refer to as the “Extension Amendment” and such proposal the “Extension
Amendment Proposal”, to extend the date by which the Company must (i) consummate a merger, capital stock exchange, asset
acquisition, stock purchase, reorganization or similar business combination involving the Company, which we refer to as a
“business combination,” (ii) cease its operations if it fails to complete such business combination, and (iii)
redeem or repurchase 100% of the Company’s common stock included as part of the units sold in the Company’s initial
public offering that was consummated on July 29, 2015, which we refer to as the “IPO”, from January 29, 2018 to
April 30, 2018, which we refer to as the “Extension”, and such later date, the “Extended Date”;
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a proposal to amend the Investment
Management Trust Agreement, which we refer to as the “Trust Agreement”, dated July 23, 2015, as amended, by and
between the Company and Continental Stock Transfer & Trust Company, which we refer to as “Continental”, in
the form set forth in
Annex B
, to extend the date on which Continental must liquidate the trust account, which
we refer to as the “Trust Account”, established in connection with our IPO if the Company has not completed a
business combination, from January 29, 2018 to April 30, 2018, and to permit the withdrawal of funds from the Trust Account
to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment, which we refer
to as the “Trust Amendment” and such proposal the “Trust Amendment Proposal”; and
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a proposal to approve the
adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies
in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment
Proposal or the Trust Amendment Proposal, which we refer to as the “Adjournment Proposal”. The Adjournment Proposal
will only be presented at the Special Meeting if there are not sufficient votes to approve the Extension Amendment Proposal
or the Trust Amendment Proposal.
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The
Extension Amendment Proposal and the Trust Amendment Proposal are essential to the overall implementation of the plan of the board
of directors, which we refer to as the “Board”, to extend the date by which the Company has to complete a business
combination. The purpose of the Extension Amendment and the Trust Amendment is to allow the Company more time to complete its
previously announced proposed business combination, which we refer to as the “Sunlong Business Combination”, with
China Sunlong Environmental Technology Inc., which we refer to as “Sunlong”, pursuant to the share exchange agreement
dated August 28, 2017, as it may be amended from time to time, which we refer to as the “Share Exchange Agreement”.
Approval
of the Extension Amendment Proposal and the Trust Amendment Proposal are both a condition to the implementation of the Extension.
We will not proceed with the Extension if the number of redemptions or repurchases of our public shares causes us to have less
than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and Trust Amendment Proposal.
In
connection with the Extension Amendment Proposal, public stockholders may elect to redeem their shares for a per-share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall
be net of taxes payable and amounts released to us for working capital purposes), divided by the number of then outstanding public
shares, which we refer to as the “Election”, regardless of whether such public stockholders vote “FOR”
or “AGAINST” the Extension Amendment Proposal and the Trust Amendment Proposal. If the Extension Amendment Proposal
and the Trust Amendment Proposal are approved by the requisite vote of stockholders, holders of public shares will continue to
retain their right to redeem their public shares upon consummation of a proposed business combination when it is submitted to
the stockholders, subject to any limitations set forth in our charter as amended by the Extension Amendment. In addition, public
stockholders who vote “FOR” the Extension Amendment Proposal and the Trust Amendment Proposal and do not make the
Election would be entitled to have their shares redeemed for cash if the Company has not completed a business combination by the
Extended Date.
To
exercise your redemption rights, you must affirmatively vote either “FOR” or “AGAINST” the Extension Amendment
Proposal and the Trust Amendment Proposal and demand that the Company redeem your shares for a pro rata portion of the funds held
in the Trust Account, and tender your shares to the Company’s transfer agent at least two business days prior to the Special
Meeting (or January [*], 2018). A redemption demand may be made by checking the box on the proxy card provided for that purpose
and returning the proxy card in accordance with the instructions provided, and, at the same time, ensuring your bank or broker
complies with the requirements identified elsewhere herein. 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.
The
withdrawal of funds from the Trust Account in connection with the Election will reduce the amount held in the Trust Account following
the Election, and the amount remaining in the Trust Account may be only a small fraction of the approximately $40,400,000 that
was in the Trust Account as of December 31, 2017 (approximately $35,000 of which is expected to be released to us for taxes payable
or working capital purposes).
If
the Extension Amendment Proposal and Trust Amendment Proposal are not approved and we do not consummate a business combination
by January 29, 2018, as contemplated by our IPO prospectus and in accordance with our charter, we will (i) cease all operations
except for the purpose of winding up, (ii) as promptly as reasonably possible, but in any event no later than ten (10) business
days thereafter, subject to funds being lawfully available therefor, redeem all public shares then outstanding at per share price,
payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts representing interest
earned on the Trust Account, less any interest released to the Company for working capital purposes, the payment of taxes or dissolution
expenses, divided by the total number of then outstanding public shares, which redemption will completely extinguish rights of
the public stockholders as stockholders of the Company with respect to their public shares (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 the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate,
subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and other requirements
of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants, which will expire worthless in the
event of our winding up. In the event of a liquidation, Zhong Hui Holding Limited, which we refer to as our “Sponsor”,
and other officers and directors will not receive any monies held in the Trust Account as a result of their ownership of 1,312,500
shares of our common stock, which we refer to as the “Founder Shares”, that were issued to the Sponsor at the time
of our IPO or their ownership of the 250,000 shares of our common stock, which we refer to as the “Placement Shares”,
that were purchased by the Sponsor in a private placement which occurred simultaneously with the completion of the IPO. As a consequence,
a liquidating distribution will be made only with respect to the public shares.
If
the Company liquidates, Qi (Jacky) Zhang, the Chairman of our Board has agreed to indemnify us to the extent any claims by a third
party for services rendered or products sold to us, or any claims by a prospective target business with which we have discussed
entering into a transaction agreement, reduce the amount of funds in the Trust Account to below $10.00 per public share,
except for any claims by any third party who executed a waiver of any and all rights to seek access to the Trust Account, regardless
of whether such waiver is enforceable, and except for claims arising from our obligation to indemnify the underwriter of the IPO
pursuant to the underwriting agreement. We cannot assure you, however, that our Chairman would be able to satisfy those obligations.
Based upon the amount in the Trust Account as of December 31, 2017, we anticipate that the per-share price at which public shares
will be redeemed from cash held in the Trust Account will be approximately $10.00. Nevertheless, the Company cannot assure you
that the per share distribution from the Trust Account, if the Company liquidates, will not be less than $10.00, plus interest,
due to unforeseen claims of creditors.
Under
the DGCL, stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received
by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to
ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party
claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and
an additional 150-day waiting period before any liquidating distributions are made to stockholders, any liability of stockholders
with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or
the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of
the dissolution.
Because
the Company will not be complying with Section 280 of the DGCL as described in our prospectus filed with the Securities and Exchange
Commission, which we refer to as the “SEC”, on July 24, 2015, Section 281(b) of the DGCL requires us to adopt a plan,
based on facts known to us at such time that will provide for our payment of all existing and pending claims or claims that may
be potentially brought against us within the 10 years following our dissolution. However, because we are a blank check company,
rather than an operating company, and our operations have been limited to searching for prospective target businesses to acquire,
the only likely claims to arise would be from our vendors (such as lawyers or investment bankers) or prospective target businesses.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment Proposal will
constitute consent for the Company to (i) remove from the Trust Account an amount, which we refer to as the “Withdrawal
Amount”, equal to the number of public shares properly redeemed multiplied by the per-share price, equal to the aggregate
amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and amounts released
to us for working capital purposes), divided by the number of then outstanding public shares and (ii) deliver to the holders of
such redeemed public shares their portion of the Withdrawal Amount. The remainder of such funds shall remain in the Trust Account
and be available for use by the Company to complete a business combination on or before the Extended Date. Holders of public shares
who do not redeem their public shares now will retain their redemption rights and their ability to vote on a business combination
through the Extended Date if the Extension Amendment Proposal and the Trust Amendment Proposal are approved.
Under
the Trust Amendment Proposal, the Company will amend the Trust Agreement to (i) permit the withdrawal of the Withdrawal Amount
from the Trust Account and (ii) extend the date on which to liquidate the Trust Account to the Extended Date.
Our
Board has fixed the close of business on January 3, 2018 as the date for determining the Company stockholders entitled to receive
notice of and vote at the Special Meeting and any adjournment thereof. Only holders of record of the Company’s common stock
on that date are entitled to have their votes counted at the Special Meeting or any adjournment thereof. On the record date of
the Special Meeting, there were 5,599,388 shares of the Company’s common stock outstanding, including 4,036,888 shares of
the Company’s common stock issued in our IPO, of which 3,000,000 shares are held by our Sponsor, 1,312,500 Founder Shares
and 250,000 Placement Shares. The Company’s warrants do not have voting rights in connection with the Extension Amendment
Proposal, the Trust Amendment Proposal or the Adjournment Proposal.
This
Proxy Statement contains important information about the Special Meeting and the proposals. Please read it carefully and vote
your shares.
We
will pay for the entire cost of soliciting proxies. We have engaged Advantage Proxy, Inc., which we refer to as “Advantage
Proxy”, to assist in the solicitation of proxies for the Special Meeting. If you have questions about how to vote or direct
a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email at ksmith@advantageproxy.com.
We have agreed to pay Advantage Proxy a fee of $5,500 and expenses, for its services in connection with the Special Meeting. In
addition to these mailed proxy materials, our directors and officers may also solicit proxies in person, by telephone or by other
means of communication. These parties will not be paid any additional compensation for soliciting proxies. We may also reimburse
brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
This
Proxy Statement is dated January [*], 2018 and is first being mailed to stockholders on or about January [*], 2018.
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 the entire document, including the annexes to this Proxy Statement.
Q.
Why am I receiving this Proxy Statement?
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A.
We are a blank check company formed in Delaware on April 10,
2015, for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization,
exchangeable share transaction or other similar business transaction, one or more operating businesses or assets. On July 29, 2015,
we consummated our IPO from which we derived gross proceeds of $50,000,000. Like most blank check companies, our charter provides
for the return of our IPO proceeds held in trust to the holders of shares of common stock sold in our IPO if there is no qualifying
business combination(s) consummated on or before a certain date (in our case, January 29, 2018). Our Board believes that it is
in the best interests of the stockholders to continue our existence until the Extended Date in order to allow us more time to complete
our previously announced proposed Sunlong Business Combination.
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Q.
What is being voted on?
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A.
You are being asked to vote on:
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● a proposal to amend our charter to extend the date by which we have to consummate a business combination from January 29, 2018 to April 30, 2018;
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● a proposal to amend our Trust Agreement to extend the date on which Continental must liquidate the Trust Account if we have not completed a business combination, from January 29, 2018 to April 30, 2018, and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment Proposal; and
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● a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal.
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The Extension Amendment Proposal and the Trust Amendment Proposal are essential to the overall implementation of our Board’s plan to extend the date that we have to complete a business combination. Approval of the Extension Amendment Proposal and the Trust Amendment Proposal are both a condition to the implementation of the Extension.
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If the Extension Amendment
Proposal and the Trust Amendment Proposal are approved, the approval of the Trust Amendment Proposal will constitute consent
for us to remove the Withdrawal Amount from the Trust Account, deliver to the holders of redeemed public shares their portion
of the Withdrawal Amount and retain the remainder of the funds in the Trust Account for our use in connection with consummating
a business combination on or before the Extended Date.
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We
will not proceed with the Extension if redemptions of our public shares cause us to have less than $5,000,001 of net tangible
assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved and the Extension is implemented, the removal
of the Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust
Account following the Election. We cannot predict the amount that will remain in the Trust Account if the Extension Amendment
Proposal and the Trust Amendment Proposal are approved and the amount remaining in the Trust Account may be only a small
fraction of the approximately $40,400,000 that was in the Trust Account as of December 31, 2017 (approximately $35,000
of which is expected to be released to us for taxes payable or working capital purposes). In such event, we will need
to obtain additional funds to complete the proposed Sunlong Business Combination, and there can be no assurance that such
funds will be available on terms acceptable to the parties or at all.
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a business
combination by January 29, 2018, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible, but in any event no later than ten (10) business days thereafter, subject to funds being lawfully
available therefor, redeem all public shares then outstanding at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account,
less any interest released to the Company for working capital purposes, the payment of taxes or dissolution expenses,
divided by the total number of then outstanding public shares, which redemption will completely extinguish rights of the
public stockholders as stockholders of the Company with respect to their public shares (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 the remaining stockholders and the Board in accordance with applicable law,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and other requirements of applicable law.
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There
will be no distribution from the Trust Account with respect to our warrants, which will expire worthless in the event
of our winding up. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies
held in the Trust Account as a result of its ownership of the Founder Shares and the Placement Shares.
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Q.
Why is the Company proposing the Extension Amendment Proposal
and the Trust Amendment Proposal?
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A.
Our charter provides for the return of our IPO proceeds held in trust to the holders of shares of common
stock sold in our IPO if there is no qualifying business combination(s) consummated on or before January 29, 2018. As explained
below, we may not be able to complete the Sunlong Business Combination by that date and therefore, we are asking for an extension
of this timeframe.
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On August 28, 2017, we entered into the Share Exchange Agreement to acquire Sunlong, which, through its subsidiaries, engages in the production and sales of solid waste recycling and comprehensive utilization equipment, as well as certain commodity exchange services and ship exchange consulting services in China.
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The proposed Sunlong Business Combination qualifies as a business combination under our charter. However,
we may not be able to consummate the Sunlong Business Combination by January 29, 2018, given the actions that must occur prior
to completing the transactions contemplated by the Share Exchange Agreement, including responding to any outstanding comments received
from the staff of the SEC in order to receive clearance to file and mail the definitive proxy statement to approve the Sunlong
Business Combination.
We believe that the proposed Sunlong Business Combination would
be in the best interests of our stockholders, and because we may not be able to conclude a business combination within the permitted
time period, we have determined to seek stockholder approval to extend the date by which we have to complete a business combination.
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The Company believes that given its expenditure of time, effort
and money on the proposed Sunlong Business Combination, circumstances warrant providing public stockholders an opportunity to consider
the proposed Sunlong Business Combination. Accordingly, the Board is proposing the Extension Amendment Proposal to amend our charter
in the form set forth in
Annex A
hereto to extend the date by which we must (i) consummate a business combination,
(ii) cease our operations if we fail to complete such business combination, and (iii) redeem or repurchase 100% of our common stock
included as part of the units sold in our IPO from January 29, 2018 to April 30, 2018, and our Board is proposing the Trust Amendment
Proposal to amend the Trust Agreement in the form set forth in
Annex B
to extend the date on which Continental
must liquidate the Trust Account established in connection with our IPO if we have not completed a business combination, from January
29, 2018 to April 30, 2018, and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise
their redemption rights in connection with the Extension Amendment Proposal.
You are not being asked to vote on the proposed Sunlong Business
Combination at this time. If the Extension is implemented and you do not elect to redeem your public shares in connection with
the Extension, provided that you are a stockholder on the record date for the special meeting to consider the Sunlong Business
Combination, you will retain the right to vote on the Sunlong Business Combination when it is submitted to stockholders and the
right to redeem your public shares for cash in the event the Sunlong Business Combination is approved and completed or we have
not consummated a business combination by the Extended Date.
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Q.
Why
should I vote “FOR” the Extension Amendment Proposal?
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A.
Our
Board believes stockholders will benefit from our consummating the Sunlong Business Combination. Accordingly, the Board
is proposing the Extension Amendment Proposal to amend our charter in the form set forth in
Annex A
hereto
to extend the date by which we must (i) consummate a business combination, (ii) cease our operations if we fail to complete
such business combination, and (iii) redeem or repurchase 100% of our common stock included as part of the units sold
in our IPO from January 29, 2018 to April 30, 2018, and our Board is proposing the Trust Amendment Proposal to amend the
Trust Agreement in the form set forth in
Annex B
to extend the date on which Continental must liquidate
the Trust Account established in connection with our IPO if we have not completed a business combination, from January
29, 2018 to April 30, 2018, and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly
exercise their redemption rights in connection with the Extension Amendment Proposal. The Extension would give the Company
the opportunity to complete a business combination. In addition, approval of the Extension Amendment Proposal is a condition
to the implementation of the Trust Amendment Proposal.
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Our
charter requires the affirmative vote of the holders of at least 90% of all then outstanding shares of common stock to
effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond
January 29, 2018, except in connection with, and effective upon consummation of, a business combination. Additionally,
our charter requires that all public stockholders have an opportunity to redeem their public shares in the case our corporate
existence is extended as described above. We believe that these charter provisions were included to protect our stockholders
from having to sustain their investments for an unreasonably long period if the Company failed to find a suitable business
combination in the timeframe contemplated by the charter. We also believe, however, that given our expenditure of time,
effort and money on the potential Sunlong Business Combination, circumstances warrant providing public stockholders with
an opportunity to consider such transaction, inasmuch as we are also affording stockholders who wish to redeem their public
shares the opportunity to do so, as required under its charter. Accordingly, we believe the Extension is consistent with
our charter and IPO prospectus.
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Our Board recommends that you vote in favor
of the Extension Amendment Proposal.
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Q.
Why
should I vote “FOR” the Trust Amendment Proposal?
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A.
As
discussed above, our Board believes that given our expenditure of time, effort and money on the potential Sunlong Business
Combination, circumstances warrant providing public stockholders with an opportunity to consider such transaction, inasmuch
as we are also affording stockholders who wish to redeem their public shares the opportunity to do so, as required under
its charter. In addition, approval of the Trust Amendment Proposal is a condition to the implementation of the Extension
Amendment Proposal.
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Whether a holder of public shares votes in favor
of or against the Extension Amendment Proposal or the Trust Amendment Proposal, if such proposals are approved, the holder
may, but is not required to, redeem all or a portion of its public shares for a per share price, payable in cash, equal to
the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable
and amounts released to us for working capital purposes), divided by the number of then outstanding public shares. We will
not proceed with the Extension if redemptions or repurchases of our public shares cause us to have less than $5,000,001 of
net tangible assets following approval of the Extension Amendment Proposal and the Trust Amendment Proposal.
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Liquidation of the Trust Account is a fundamental
obligation of the Company to the public stockholders and we are not proposing and will not propose to change that obligation
to the public stockholders. If holders of public shares do not elect to redeem their public shares, such holders shall retain
redemption rights in connection with the proposed Sunlong Business Combination and any future business combination we propose.
Assuming the Extension Amendment Proposal is approved, we will have until the Extended Date to complete a business combination.
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Our Board recommends that you vote in favor
of the Trust Amendment Proposal.
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Q.
Why
should I vote “FOR” the Adjournment Proposal?
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A.
If
the Adjournment Proposal is not approved by our stockholders, our Board may not be able to adjourn the Special Meeting
to a later date in the event that there are insufficient votes for, or otherwise in connection with, the approval of the
Extension Amendment Proposal and the Trust Amendment Proposal.
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Q.
When
would the Board abandon the Extension Amendment Proposal and the Trust Amendment Proposal?
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A.
Our
Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do not approve both the Extension
Amendment Proposal and the Trust Amendment Proposal. In addition, notwithstanding stockholder approval of the Extension
Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the
Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.
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Q.
How
do the Company insiders intend to vote their shares?
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A.
All
of our directors, executive officers and their respective affiliates are expected to vote any common stock over which
they have voting control (including any public shares owned by them) in favor of the Extension Amendment Proposal and,
to the extent they hold public shares, the Trust Amendment Proposal. Currently, our Sponsor and our officers and directors
own 81.5% of our issued and outstanding shares of common stock, including all of the Founder Shares and the Placement
Shares.
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Q.
What
vote is required to adopt the Extension Amendment Proposal?
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A.
Approval
of the Extension Amendment Proposal will require the affirmative vote of holders of at least 90% of our outstanding common
stock on the record date. Approval of the Trust Amendment Proposal is a condition to the implementation of the Extension
Amendment Proposal.
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Q.
What
vote is required to approve the Trust Amendment Proposal?
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A.
Approval
of the Trust Amendment Proposal will require the affirmative vote of holders of at least 90% of our outstanding common
stock on the record date. Approval of the Extension Amendment Proposal is a condition to the implementation of the Trust
Amendment Proposal.
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Q.
What
vote is required to adopt the Adjournment Proposal?
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A.
The
approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast by stockholders represented
in person or by proxy at the Special Meeting.
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Q.
What
if I don’t want to vote “FOR” the Extension Amendment Proposal or Trust Amendment Proposal?
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A.
If
you do not want the Extension Amendment Proposal or Trust Amendment Proposal to be approved, you must abstain, not vote,
or vote “AGAINST” the proposals. You will be entitled to redeem your shares for cash in connection with this
vote only if you vote “FOR” or “AGAINST” each of the Extension Amendment Proposal and the Trust
Amendment Proposal and elect to redeem your shares for a pro rata portion of the funds available in the Trust Account
in connection with the Extension Amendment and the Trust Amendment. If you abstain from voting on the Extension Amendment
Proposal or the Trust Amendment Proposal, then you will not be eligible to redeem your shares. If the Extension Amendment
Proposal and the Trust Amendment Proposal are approved, and the Extension is implemented, then the Withdrawal Amount will
be withdrawn from the Trust Account and paid to the redeeming holders.
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Q.
What
happens if the Extension Amendment Proposal or the Trust Amendment Proposal is not approved?
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A.
Our
Board will abandon the Extension Amendment and the Trust Amendment if our stockholders do not approve both the Extension
Amendment Proposal and the Trust Amendment Proposal.
If
the Extension Amendment Proposal or the Trust Amendment Proposal is not approved and we have not consummated a business
combination by January 29, 2018, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible, but in any event no later than ten (10) business days thereafter, subject to funds being lawfully
available therefor, redeem all public shares then outstanding at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account,
less any interest released to the Company for working capital purposes, the payment of taxes or dissolution expenses,
divided by the total number of then outstanding public shares, which redemption will completely extinguish rights of the
public stockholders as stockholders of the Company with respect to their public shares (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 the remaining stockholders and the Board in accordance with applicable law,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and other requirements of applicable law.
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There will be no distribution from the Trust
Account with respect to our warrants which will expire worthless in the event we wind up.
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In
the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in the Trust Account
as a result of their ownership of the Founder Shares or the Placement Shares.
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Q.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, what happens next?
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A.
We
are continuing our efforts to complete the proposed Sunlong Business Combination, which will involve:
● completing the preliminary proxy statement we filed with the Securities and Exchange Commission, which we refer to as
the “SEC”, relating to the Sunlong Business Combination, which we refer to as the “Merger Proxy Statement”,
including responding to any outstanding comments received from the staff of the SEC in order to receive clearance to file
and mail the definitive proxy statement to approve the Sunlong Business Combination;
● obtaining any
other required governmental and regulatory approvals and consents;
● establishing a meeting date and record date for considering the proposed Sunlong Business Combination, and distributing
the definitive Merger Proxy Statement to stockholders; and
●
holding
a special meeting to consider the proposed Sunlong Business Combination.
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We
are seeking approval of the Extension Amendment Proposal and the Trust Amendment Proposal because we may not be able to complete
all of the tasks listed above prior to January 29, 2018. If the Extension Amendment Proposal and the Trust Amendment Proposal
are approved, we expect to seek stockholder approval of the proposed Sunlong Business Combination. If stockholders approve the
proposed Sunlong Business Combination, we expect to consummate the business combination as soon as possible following such stockholder
approval.
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Upon approval by at least
90% of the common stock outstanding as of the record date of the Extension Amendment Proposal and the Trust Amendment Proposal,
we will file an amendment to the charter with the Secretary of State of the State of Delaware in the form set forth in
Annex
A
hereto. We will remain a reporting company under the Exchange Act and our units, common stock and warrants will
remain publicly traded.
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If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the removal of the Withdrawal Amount from
the Trust Account will reduce the amount remaining in the Trust Account and increase the percentage interest of our common
stock held by our Sponsor, our directors and our officers as a result of their ownership of the Founder Shares and Placement
Shares.
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Notwithstanding
stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right
to abandon and not implement the Extension Amendment and the Trust Amendment at any time without any further action by
our stockholders.
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Q.
What
happens to the Company warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are not approved?
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A.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are not approved and we have not consummated a business
combination by January 29, 2018, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly
as reasonably possible, but in any event no later than ten (10) business days thereafter, subject to funds being lawfully
available therefor, redeem all public shares then outstanding at a per share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account,
less any interest released to the Company for working capital purposes, the payment of taxes or dissolution expenses,
divided by the total number of then outstanding public shares, which redemption will completely extinguish rights of the
public stockholders as stockholders of the Company with respect to their public shares (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 the remaining stockholders and the Board in accordance with applicable law,
dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and other requirements of applicable law. There will be no distribution from the Trust Account with respect
to our warrants, which will expire worthless in the event of our winding up.
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Q.
What
happens to the Company warrants if the Extension Amendment Proposal and the Trust Amendment Proposal are approved?
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A.
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, we will retain the blank check company
restrictions previously applicable to us and continue to attempt to consummate a business combination until the Extended
Date. The public warrants will remain outstanding and only become exercisable 30 days after the completion of a business
combination, provided we have an effective registration statement under the Securities Act of 1933, as amended, covering
the shares of common stock issuable upon exercise of the warrants and a current prospectus relating to them is available
(or we permit holders to exercise warrants on a cashless basis).
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Q.
Would
I still be able to exercise my redemption rights if I vote “AGAINST” the proposed Sunlong Business Combination?
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A.
Unless
you elect to redeem your shares at this time, you will be able to vote on the proposed Sunlong Business Combination when
it is submitted to stockholders if you are a stockholder on the record date for the special meeting to seek stockholder
approval of the Sunlong Business Combination. Whether you vote “FOR” or “AGAINST” the proposed
Sunlong Business Combination, you will retain your right to redeem your public shares upon consummation of the Sunlong
Business Combination in connection with the stockholder vote to approve the Sunlong Business Combination, subject to any
limitations set forth in our charter.
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Q.
How
do I change my vote?
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A.
You
may change your vote by sending a later-dated, signed proxy card to our Chief Executive Officer at 1615 South Congress
Avenue, Suite 103, Delray Beach, Florida 33445 so that it is received by our Chief Executive Officer prior to the Special
Meeting or by attending the Special Meeting in person and voting. You also may revoke your proxy by sending a notice of
revocation to our Chief Executive Officer, which must be received by our Chief Executive Officer prior to the Special
Meeting.
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Please
note, however, that if on the record date your shares were held, not in your name, but rather in an account at a brokerage
firm, custodian bank, or other nominee then you are the beneficial owner of shares held in “street name” and
these proxy materials are being forwarded to you by that organization. If your shares are held in street name, and you
wish to attend the Special Meeting and vote at the Special Meeting, you must bring to the Special Meeting a legal proxy
from the broker, bank or other nominee holding your shares, confirming your beneficial ownership of the shares and giving
you the right to vote your shares.
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Q.
How
are votes counted?
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A.
Votes
will be counted by the inspector of election appointed for the meeting, who will separately count “FOR” and
“AGAINST” votes and abstentions. Each of the Extension Amendment Proposal and the Trust Amendment Proposal
must be approved by the affirmative vote of at least 90% of the outstanding shares as of the record date of our common
stock, voting together as a single class.
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Accordingly,
a Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting or an abstention with
respect to the Extension Amendment Proposal or Trust Amendment Proposal will have the same effect as a vote “AGAINST”
such proposal. The approval of the Adjournment Proposal requires the affirmative vote of the majority of the votes cast
by stockholders represented in person or by proxy.
Accordingly,
a Company stockholder’s failure to vote by proxy or to vote in person at the Special Meeting will not be counted
towards the number of shares of common stock required to validly establish a quorum, and if a valid quorum is otherwise
established, it will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will be counted
in connection with the determination of whether a valid quorum is established but will have no effect on the outcome of
the Adjournment Proposal.
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Q.
If
my shares are held in “street name,” will my broker automatically vote them for me?
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A.
No.
Under the rules of various national and regional securities exchanges, your broker, bank, or nominee cannot vote your
shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the
information and procedures provided to you by your broker, bank, or nominee. We believe all the proposals presented to
the stockholders will be considered non-discretionary and therefore your broker, bank, or nominee cannot vote your shares
without your instruction. Your bank, broker, or other nominee can vote your shares only if you provide instructions on
how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. If your shares
are held by your broker as your nominee, which we refer to as being held in “street name”, you may need to
obtain a proxy form from the institution that holds your shares and follow the instructions included on that form regarding
how to instruct your broker to vote your shares.
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Q.
What
is a quorum requirement?
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A.
A
quorum of stockholders is necessary to hold a valid meeting. Holders of a majority in voting power of our common stock
on the record date issued and outstanding and entitled to vote at the Special Meeting, present in person or represented
by proxy, constitute a quorum.
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Your
shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker,
bank or other nominee) or if you vote in person at the Special Meeting. Abstentions will be counted towards the quorum requirement.
In the absence of a quorum, the chairman of the meeting has power to adjourn the Special Meeting. As of the record date for the
Special Meeting, 2,799,695 shares of our common stock would be required to achieve a quorum. Currently, our Sponsor, certain of
its affiliates and our officers and directors own approximately 81.5% of our issued and outstanding shares of common stock, including
all of the Founder Shares and Placement Shares. Assuming that initial stockholders of all of such shares are present in person
or represented by proxy, such votes will be sufficient to meet the requisite threshold for a quorum.
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Q.
Who
can vote at the Special Meeting?
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A.
Only
holders of record of our common stock at the close of business on January 3, 2018 are entitled to have their vote counted
at the Special Meeting and any adjournments or postponements thereof. On this record date, 5,599,388 shares of our common
stock were outstanding and entitled to vote.
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Stockholder
of Record: Shares Registered in Your Name
. If on the record date your shares were registered directly in
your name with our transfer agent, Continental Stock Transfer & Trust Company, then you are a stockholder of record.
As a stockholder of record, you may vote in person at the Special Meeting or vote by proxy. Whether or not you plan to
attend the Special Meeting in person, we urge you to fill out and return the enclosed proxy card to ensure your vote is
counted.
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Beneficial
Owner: Shares Registered in the Name of a Broker or Bank
. If on the record date your shares were held,
not in your name, but rather in an account at a brokerage firm, bank, dealer, or other similar organization, then you
are the beneficial owner of shares held in “street name” and these proxy materials are being forwarded to
you by that organization. As a beneficial owner, you have the right to direct your broker or other agent on how to vote
the shares in your account. You are also invited to attend the Special Meeting. However, since you are not the stockholder
of record, you may not vote your shares in person at the Special Meeting unless you request and obtain a valid proxy from
your broker or other agent.
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Q.
Does
the Board recommend voting for the approval of the Extension Amendment Proposal, the Trust Amendment Proposal and the
Adjournment Proposal?
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A.
Yes.
After careful consideration of the terms and conditions of these proposals, our Board has determined that the Extension
Amendment, the Trust Amendment and, if presented, the Adjournment Proposal are in the best interests of the Company and
its stockholders. The Board recommends that our stockholders vote “FOR” the Extension Amendment Proposal,
the Trust Amendment Proposal, and the Adjournment Proposal.
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Q.
What
interests do the Company’s Sponsor, directors and officers have in the approval of the proposals?
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A.
Our
Sponsor, directors and officers have interests in the proposals that may be different from, or in addition to, your interests
as a stockholder. These interests include ownership of Founder Shares, Placement Shares and warrants that may become exercisable
in the future and loans by them that will not be repaid in the event of our winding up and the possibility of future compensatory
arrangements. See the section entitled “The Extension Amendment Proposal and the Trust Amendment Proposal — Interests
of our Sponsor, Directors and Officers”.
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Q.
Do
I have appraisal rights if I object to the Extension Amendment Proposal and the Trust Amendment Proposal?
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A.
Our
stockholders do not have appraisal rights in connection with the Extension Amendment Proposal or the Trust Amendment Proposal
under the DGCL.
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Q.
What
do I need to do now?
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A.
We
urge you to read carefully and consider the information contained in this Proxy Statement, including the annexes, and
to consider how the proposals will affect you as our stockholder. You should then vote as soon as possible in accordance
with the instructions provided in this Proxy Statement and on the enclosed proxy card.
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Q.
How
do I vote?
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A.
If
you are a holder of record of our common stock, you may vote in person at the Special Meeting or by submitting a proxy
for the Special Meeting. Whether or not you plan to attend the Special Meeting in person, we urge you to vote by proxy
to ensure your vote is counted. You may submit your proxy by completing, signing, dating and returning the enclosed proxy
card in the accompanying pre-addressed postage paid envelope. You may still attend the Special Meeting and vote in person
if you have already voted by proxy.
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If
your shares of our common stock are held in “street name” by a broker or other agent, you have the right to
direct your broker or other agent on how to vote the shares in your account. You are also invited to attend the Special
Meeting. However, since you are not the stockholder of record, you may not vote your shares in person at the Special Meeting
unless you request and obtain a valid proxy from your broker or other agent.
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Q.
How
do I redeem my shares of common stock?
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A.
If
the Extension is implemented, each of our public stockholders may seek to redeem all or a portion of his public shares
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest
(which interest shall be net of taxes payable and amounts released to us for working capital purposes), divided by the
number of then outstanding public shares. You will also be able to redeem your public shares in connection with any stockholder
vote to approve a proposed business combination, or if we have not consummated a business combination by the Extended
Date.
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In
order to exercise your redemption rights, you must (i) you must affirmatively vote either “FOR” or “AGAINST”
the Extension Amendment Proposal and the Trust Amendment Proposal, (ii) check the box on the enclosed proxy card to elect
redemption, and (iii) prior to 5:00 p.m. Eastern time on January [*], 2018 (two business days before the Special Meeting)
tender your shares physically or electronically and submit a request in writing that we redeem your public shares for
cash to Continental Stock Transfer & Trust Company, our transfer agent, at the following address:
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Continental
Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New
York, NY 10004-1561
Attn: Mark Zimkind
E-mail:
mzimkind@continentalstock.com
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Q.
What
should I do if I receive more than one set of voting materials?
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A.
You
may receive more than one set of voting materials, including multiple copies of this Proxy Statement and multiple proxy
cards or voting instruction cards, if your shares are registered in more than one name or are registered in different
accounts. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting
instruction card for each brokerage account in which you hold shares. Please complete, sign, date and return each proxy
card and voting instruction card that you receive in order to cast a vote with respect to all of your Company shares.
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Q.
Who
is paying for this proxy solicitation?
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A.
We
will pay for the entire cost of soliciting proxies. We have engaged Advantage Proxy, Inc., which we refer to as “Advantage
Proxy”, to assist in the solicitation of proxies for the Special Meeting. If you have questions about how to vote
or direct a vote in respect of your shares, you may contact Advantage Proxy at (877) 870-8565 (toll free) or by email
at ksmith@advantageproxy.com. We have agreed to pay Advantage Proxy a fee of $5,500 and expenses, for its services in
connection with the special meeting. In addition to these mailed proxy materials, our directors and officers may also
solicit proxies in person, by telephone or by other means of communication. These parties will not be paid any additional
compensation for soliciting proxies. We may also reimburse brokerage firms, banks and other agents for the cost of forwarding
proxy materials to beneficial owners.
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Q.
Who
can help answer my questions?
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A.
If
you have questions about the proposals or if you need additional copies of the Proxy Statement or the enclosed proxy card
you should contact our proxy solicitor:
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Advantage
Proxy, Inc.
P.O.
Box 13581
Des
Moines, WA 98198
Attn:
Karen Smith
Toll
Free: (877) 870-8565
Collect:
(206) 870-8565
Email:
ksmith@advantageproxy.com.
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You
may also contact us at:
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Tim
Richerson
JM Global Holding Company
1615
South Congress Avenue
Suite
103
Delray
Beach, Florida 33445
(561) 900-3672
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You
may also obtain additional information about the Company from documents filed with the SEC by following the instructions in
the section entitled “Where You Can Find More Information”.
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FORWARD-LOOKING
STATEMENTS
We
believe that some of the information in this Proxy Statement constitutes forward-looking statements. You can identify these statements
by forward-looking words such as “may”, “expect”, “anticipate”, “contemplate”,
“believe”, “estimate”, “intends”, and “continue” or similar words. You should
read statements that contain these words carefully because they:
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discuss future expectations;
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contain projections of future results of operations
or financial condition; or
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state other “forward-looking” information.
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We
believe it is important to communicate our expectations to our stockholders. However, there may be events in the future that we
are not able to predict accurately or over which we have no control. The cautionary language discussed in this Proxy Statement
provides examples of risks, uncertainties and events that may cause actual results to differ materially from the expectations
described by us in such forward-looking statements, including, among other things, claims by third parties against the Trust Account,
unanticipated delays in the distribution of the funds from the Trust Account and our ability to finance and consummate a business
combination. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date
of this Proxy Statement.
All
forward-looking statements included herein attributable to us or any person acting on our behalf are expressly qualified in their
entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable laws
and regulations, we undertake no obligation to update or revise these forward-looking statements, whether as a result of new information,
future events or otherwise.
BACKGROUND
JM
Global Holding Company
We
are a blank check company formed in Delaware on April 10, 2015, for the purpose of effecting a merger, capital stock exchange,
asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.
There
are currently 5,599,388 shares of common stock, par value $0.0001 per share, of the Company issued and outstanding, consisting
of 4,036,888 shares originally sold as part of the units issued in our IPO, of which 3,000,000 shares are held by our Sponsor,
1,312,500 Founder Shares and 250,000 Placement Shares. In addition, we issued 5,000,000 warrants to purchase common stock (originally
sold as part of the units issued in our IPO) as part of our IPO, along with 250,000 warrants issued to our Sponsor in a private
placement simultaneously with the consummation of our IPO, which we refer to as the “private placement warrants”.
Each warrant entitles its holder to purchase one-half of one share of our common stock at an exercise price of $5.75 per half
share, to be exercised only for a whole number of shares of our common stock. The warrants will become exercisable 30 days after
the completion of our business combination and expire five years after the completion of our business combination or earlier upon
redemption or liquidation. Once the warrants become exercisable, the Company may redeem the outstanding warrants at a price of
$0.01 per warrant, if the last sale price of the Company’s common stock equals or exceeds $24.00 per share for any 20 trading
days within a 30 trading day period ending on the third business day before the Company sends the notice of redemption to the
warrant holders. The private placement warrants, however, are non-redeemable so long as they are held by our Sponsor or its permitted
transferees. In addition, there currently are: (i) options to purchase 6,000 shares of our common stock outstanding, which options
were issued to two of our directors and are exercisable at a price of $9.79 per share commencing six months after completion of
our business combination and expiring five years thereafter, and (ii) a unit purchase option held by the underwriter in
our IPO, which option entitles the holder to purchase up to 400,000 shares of common stock and 400,000 warrants to purchase 200,000
shares at $11.50 per full share, at any time after completion of our business combination until July 23, 2020.
Net proceeds of $40,400,000 from our IPO
and the simultaneous sale of our units in a private placement transaction are being held in our Trust Account in the United States
maintained by Continental Stock Transfer & Trust Company, acting as trustee, invested in U.S. “government securities”,
within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, which we refer to as the “1940 Act”,
with a maturity of 180 days or less or in any open ended investment company that holds itself out as a money market fund selected
by us meeting the conditions of Rule 2a-7 of the 1940 Act, until the earlier of: (i) the consummation of a business combination
or (ii) the distribution of the proceeds in the Trust Account as described below.
Interest income on the funds held in the
Trust Account may be released to us for working capital purposes or the payment of taxes or dissolution expenses. As of December
31, 2017, approximately $40,400,000 was in the Trust Account. It is expected that approximately $35,000 will be released to us
for taxes payable or working capital purposes. The mailing address is Company’s principal executive office is 1615 South
Congress Avenue, Suite 103, Delray Beach, Florida 33445.
The
Proposed Sunlong Business Combination
On
October 11, 2017, the Company filed a preliminary Merger Proxy Statement with the SEC in connection with the Sunlong Business
Combination, which preliminary Merger Proxy Statement was subsequently amended on December 1, 2017 and December 20, 2017. Following
completion of the SEC’s review process, a definitive Merger Proxy Statement will be mailed to stockholders as of a record
date to be established for voting on the Sunlong Business Combination. The Merger Proxy Statement contains important information
regarding the Sunlong Business Combination. The following description of the Share Exchange Agreement is qualified in all respects
by reference to the more detailed description in the Merger Proxy Statement.
On
August 28, 2017, the Comany entered into the Share Exchange Agreement with Sunlong, our Sponsor, in its capacity thereunder as
the representative from and after the closing for the shareholders of the Company other than the Sellers and their successors
and assigns, which we refer to as the “Purchaser Representative”, the stockholders of Sunlong, which we refer to as
the “Sellers”, and Chuanliu Ni, solely in his capacity as the representative of the Sellers, which we refer to as
the “Seller Representative”, pursuant to which, among other things and subject to the terms and conditions contained
therein, the Company will effect an acquisition of Sunlong by acquiring from all outstanding equity interests of Sunlong.
Pursuant
to the Share Exchange Agreement, in exchange for 100% of the equity interests of Sunlong, we agreed to issue to the Sellers a
number of shares of our common stock, which we refer to as the “Exchange Shares”, at $10.00 per share based on an
adjusted equity valuation of Sunlong, which we refer to as the “Adjusted Equity Value” determined by starting with
a base valuation of $92.0 million, deducting the amount of indebtedness (net of cash) of Sunlong as of the closing, deducting
the amount of unpaid transaction expenses incurred by Sunlong, and increasing (or decreasing if negative) such valuation to the
extent that the net working capital (excluding indebtedness, cash and transaction expenses) of Sunlong as of the closing is greater
than $26.55 million. Ten percent of the Exchange Shares to be issued to Sellers at closing will be deposited in escrow, which
we refer to as the “Escrow Shares”, along with related dividends, to support certain indemnification obligations
under the Share Exchange Agreement.
It
is anticipated that, following completion of the Sunlong Business Combination, assuming that (i) there are no redemptions in connection
with the closing, (ii) the Adjusted Equity Value, based on the unaudited pro forma financial statements included in the
Merger Proxy Statement, is equal to $94,820,429, such that approximately 9,482,043 Exchange Shares are issued at the closing,
with 10% of such Exchange Shares being deposited in escrow as Escrow Shares, and (iii) the Escrow Shares are deemed to be outstanding
and owned by the Sellers while held in escrow, our existing stockholders, including our Sponsor, will retain an ownership interest
of approximately 37.1% of the Company, and Sunlong’s existing stockholders will own approximately 62.9% of our outstanding
common stock. These percentages are calculated based on a number of assumptions and are subject to adjustment in accordance with
the terms of the Share Exchange Agreement.
The
foregoing summary of the proposed Sunlong Business Combination is qualified in all respects by reference to the complete text
of the Share Exchange Agreement which is filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on September
1, 2017, as well as the Merger Proxy Statement, as last filed on December 2017, and as may be subsequently amended.
You
are not being asked to vote on the proposed Sunlong Business Combination at this time. If the Extension is implemented and you
do not elect to redeem your public shares in connection with the Extension, provided that you are a stockholder on the record
date for the special meeting to consider the Sunlong Business Combination, you will retain the right to vote on the Sunlong Business
Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Sunlong
Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
THE
EXTENSION AMENDMENT AND THE TRUST AMENDMENT PROPOSALS
The
Extension Amendment Proposal
The
Company is proposing to amend its charter to extend the date by which the Company has to consummate a business combination to
the Extended Date.
The
Extension Amendment Proposal and the Trust Amendment Proposal are essential to the overall implementation of the Board’s
plan to allow the Company more time to complete a business combination. Approval of the Extension Amendment Proposal and the Trust
Amendment Proposal are both a condition to the implementation of the Extension.
If
the Extension Amendment Proposal is not approved and we have not consummated a business combination by January 29, 2018, we will
(i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible, but in any event no later
than ten (10) business days thereafter, subject to funds being lawfully available therefor, redeem all public shares then outstanding
at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including any amounts
representing interest earned on the Trust Account, less any interest released to the Company for working capital purposes, the
payment of taxes or dissolution expenses, divided by the total number of then outstanding public shares, which redemption will
completely extinguish rights of the public stockholders as stockholders of the Company with respect to their public shares (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 the remaining stockholders and the Board in accordance with applicable
law, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims
of creditors and other requirements of applicable law.
The
Board believes that the Sunlong Business Combination is in the best interests of the Company’s stockholders. Additionally,
given the Company’s expenditure of time, effort and money on the proposed Sunlong Business Combination, our Board believes
that circumstances warrant providing public stockholders an opportunity to consider the proposed Sunlong Business Combination.
A
copy of the proposed amendment to the charter of the Company is attached to this Proxy Statement in
Annex A
.
Trust
Amendment Proposal
The
purpose of the Trust Amendment is to amend the Company’s Trust Agreement to extend the date on which Continental must liquidate
the Trust Account if the Company has not completed a business combination, from January 29, 2018 to April 30, 2018, and to permit
the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection
with the Extension Amendment Proposal. A copy of the proposed amendment to the Trust Agreement is attached to this Proxy Statement
in
Annex B
.
Reasons
for the Extension Amendment Proposal and the Trust Amendment Proposal
The Company’s IPO prospectus and
charter provide that the Company had until July 29, 2017 to complete the purposes of the Company including, but not limited to,
effecting a business combination under its terms. On July 27, 2017, the Company filed an amendment to its amended and restated
certificate of incorporation to extend the date by which the Company must consummate its business combination and the date for
cessation of operations of the Company if the Company has not completed a business combination from July 29, 2017 to January 29,
2018. Our Board currently believes that there may not be sufficient time before July 29, 2017 to complete the proposed Sunlong
Business Combination. Our IPO prospectus and charter provide that the affirmative vote of the holders of at least 90% of all outstanding
shares of common stock is required to extend our corporate existence, except in connection with, and effective upon consummation
of, a business combination. Additionally, our IPO prospectus and charter provide for all public stockholders to have an opportunity
to redeem their public shares in the case our corporate existence is extended as described above. Because the Company believes
the proposed Sunlong Business Combination to be in the best interests of the Company’s stockholders, and because the Company
may not be able to complete the proposed Sunlong Business Combination by January 29, 2018, the Company has determined to seek
stockholder approval to extend the time for closing a business combination beyond January 29, 2018 to the Extended Date. If the
Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company expects to seek stockholder approval of
such Sunlong Business Combination after the Merger Proxy Statement filed by the Company in connection with the proposed Sunlong
Business Combination has been cleared by the SEC. We intend to hold another stockholders meeting prior to the Extended Date in
order to seek stockholder approval of the proposed Sunlong Business Combination.
We believe that the foregoing charter provision was included to protect Company stockholders from having
to sustain their investments for an unreasonably long period if the Company failed to find a suitable business combination in the
timeframe contemplated by the charter. We also believe, however, that given the Company’s expenditure of time, effort and
money on the potential Sunlong Business Combination, circumstances warrant providing public stockholders an opportunity to consider
such a business combination. In accordance with the Company’s bylaws, in the event that such stockholders meeting to approve
the Sunlong Business Combination is held on or prior to January 29, 2018, the Board intends to cancel the Special Meeting upon
public announcement to its stockholders, either by press release and/or the filing with the SEC of a Current Report on Form 8-K.
If
Either the Extension Amendment Proposal or the Trust Amendment Proposal is Not Approved
The
approval of both the Extension Amendment and the Trust Amendment are essential to the implementation of our Board’s plan
to extend the date by which we must consummate our business combination. Therefore, our Board will abandon and not implement either
amendment unless our stockholders approve both the Extension Amendment Proposal and the Trust Amendment Proposal.
If
the Extension Amendment Proposal or Trust Amendment Proposal is not approved and we have not consummated a business combination
by January 29, 2018, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible,
but in any event no later than ten (10) business days thereafter, subject to funds being lawfully available therefor, redeem all
public shares then outstanding at a per share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
Account, including any amounts representing interest earned on the Trust Account, less any interest released to the Company for
working capital purposes, the payment of taxes or dissolution expenses, divided by the total number of then outstanding public
shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company with respect
to their public shares (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 the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and other requirements of applicable law.
There
will be no distribution from the Trust Account with respect to the Company’s warrants which will expire worthless in the
event we wind up. In the event of a liquidation, our Sponsor and our officers and directors will not receive any monies held in
the Trust Account as a result of their ownership of the Founder Shares or the Placement Shares.
If
the Extension Amendment Proposal and the Trust Amendment Proposal Are Approved
If
the Extension Amendment Proposal and the Trust Amendment Proposal are approved, and a stockholders meeting to approve the Sunlong
Business Combination is not held prior to the Special Meeting, the Company will file an amendment to the charter with the Secretary
of the State of Delaware in the form set forth in
Annex A
hereto to extend the time it has to complete a business
combination until the Extended Date. The Company will remain a reporting company under the Exchange Act and its units, common
stock and warrants will remain publicly traded. The Company will then continue to work to consummate a business combination by
the Extended Date.
Notwithstanding stockholder approval of the Extension Amendment Proposal and the Trust Amendment Proposal,
our Board will retain the right to abandon and not implement the Extension Amendment and the Trust Amendment at any time without
any further action by our stockholders. In accordance with the Company’s bylaws, in the event that such stockholders meeting
to approve the Sunlong Business Combination is held on or prior to January 29, 2018, the Board intends to cancel the Special Meeting
upon public announcement to its stockholders, either by press release and/or the filing with the SEC of a Current Report on Form
8-K.
You
are not being asked to vote on the proposed Sunlong Business Combination at this time. If the Extension is implemented and you
do not elect to redeem your public shares in connection with the Extension, provided that you are a stockholder on the record
date for the special meeting to consider the Sunlong Business Combination, you will retain the right to vote on the Sunlong Business
Combination when it is submitted to stockholders and the right to redeem your public shares for cash in the event the Sunlong
Business Combination is approved and completed or we have not consummated a business combination by the Extended Date.
If
the Extension Amendment Proposal and Trust Amendment Proposal are approved, and the Extension is implemented, the removal of the
Withdrawal Amount from the Trust Account in connection with the Election will reduce the amount held in the Trust Account. The
Company cannot predict the amount that will remain in the Trust Account if the Extension Amendment Proposal and Trust Amendment
Proposal are approved, and the amount remaining in the Trust Account may be only a small fraction of the approximately $40,400,000
that was in the Trust Account as of December 31, 2017 (approximately $35,000 of which is expected to be released to us for taxes
payable or working capital purposes). We will not proceed with the Extension if redemptions or repurchases of our public shares
cause us to have less than $5,000,001 of net tangible assets following approval of the Extension Amendment Proposal and the Trust
Amendment Proposal.
Redemption
Rights
If
the Extension Amendment Proposal and Trust Amendment Proposal are approved, and the Extension is implemented, each public stockholder
may seek to redeem his public shares at a per share price, payable in cash, equal to the aggregate amount then on deposit in the
Trust Account, including interest (which interest shall be net of taxes payable and amounts released to us for working capital
purposes), divided by the number of then outstanding public shares. Holders of public shares who do not elect to redeem their
public shares in connection with the Extension will retain the right to redeem their public shares in connection with any stockholder
vote to approve a proposed business combination, or if the Company has not consummated a business combination by the Extended
Date.
TO
EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST AFFIRMATIVELY VOTE EITHER “FOR” OR “AGAINST” THE EXTENSION AMENDMENT
PROPOSAL AND THE TRUST AMENDMENT PROPOSAL, CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD
IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED, SUBMIT A REQUEST IN WRITING THAT WE REDEEM YOUR PUBLIC SHARES FOR CASH TO CONTINENTAL
STOCK TRANSFER & TRUST COMPANY AT THE ADDRESS BELOW, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS
IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE EXTENSION AMENDMENT
AND THE TRUST AMENDMENT.
In
connection with tendering your shares for redemption, prior to 5:00 p.m. Eastern time on January [*], 2018 (two business days
before the Special Meeting), you must elect either to physically tender your stock certificates to Continental Stock Transfer
& Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 1 State Street Plaza,
30th Floor, New York, NY 10004-1561, Attn: Mark Zimkind, E-mail:
mzimkind@continentalstock.com
, or to deliver your
shares to the transfer agent electronically using DTC’s DWAC 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 5:00 p.m. Eastern time
on January [*], 2018 (two business days before the Special Meeting) ensures that a redeeming holder’s election is irrevocable
once the Extension Amendment Proposal and the Trust Amendment Proposal are approved. In furtherance of such irrevocable election,
stockholders making the election will not be able to tender their shares after the vote at the Special Meeting.
Through
the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder
or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of
its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical
stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need
to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and
the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering
broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s
understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent.
The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain
a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders
that deliver their shares through the DWAC system. Stockholders who request physical stock 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 prior to 5:00 p.m. Eastern time on January [*], 2018 (two business days before the Special
Meeting) will not be redeemed for cash held in the Trust Account on the redemption date. In the event that a public stockholder
tenders its shares and decides prior to the vote at the Special Meeting that it does not want to redeem its shares, the stockholder
may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at 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 the address listed above. In the event that a public stockholder
tenders shares and the Extension Amendment Proposal and the Trust Amendment Proposal are not approved, these shares will not be
redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination
that the Extension Amendment Proposal and the Trust Amendment Proposal will not be approved. The Company anticipates that a public
stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment Proposal and the Trust
Amendment Proposal would receive payment of the redemption price for such shares soon after the completion of the Extension Amendment.
The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for
cash or returned to such stockholders.
If properly demanded, the Company will
redeem each public share for a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account,
including interest (which interest shall be net of taxes payable and amounts released to us for working capital purposes), divided
by the number of then outstanding public shares. Based upon the amount in the Trust Account as of December 31, 2017, the Company
anticipates that the per-share price at which public shares will be redeemed from cash held in the Trust Account will be approximately
$10.00 at the time of the Special Meeting. The closing price of the Company’s common stock on January 3, 2018 was $9.96.
If you exercise your redemption rights,
you will be exchanging your shares of the Company’s common stock 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 stock certificate(s) to the Company’s
transfer agent prior to 5:00 p.m. Eastern time on January [*], 2018 (two business days before the Special Meeting). The Company
anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Extension Amendment
Proposal and the Trust Amendment Proposal would receive payment of the redemption price for such shares soon after the completion
of the Extension Amendment.
UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS
The following discussion is a summary of
United States federal income tax considerations for holders of our common stock with respect to the exercise of redemption rights
in connection with the approval of the Extension Amendment Proposal and the Trust Amendment Proposal. This summary is based upon
the Internal Revenue Code of 1986, as amended, which we refer to as the “Code”, the regulations promulgated by the
U.S. Treasury Department, current administrative interpretations and practices of the Internal Revenue Service, which we refer
to as the “IRS”, 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. This summary does not discuss all aspects of
United States federal income taxation that may be important to particular investors in light of their individual circumstances,
such as investors subject to special tax rules (e.g., financial institutions, insurance companies, mutual funds, pension plans,
S corporations, broker-dealers, traders in securities that elect mark-to-market treatment, regulated investment companies, real
estate investment trusts, trusts and estates, partnerships and their partners, and tax-exempt organizations (including private
foundations)) and investors that will hold common stock as part of a “straddle,” “hedge,” “conversion,”
“synthetic security,” “constructive ownership transaction,” “constructive sale,” or other integrated
transaction for United States federal income tax purposes, investors subject to the alternative minimum tax provisions of the Code,
U.S. Holders (as defined below) that have a functional currency other than the United States dollar, U.S. expatriates, investors
that actually or constructively own 5 percent or more of common stock of the Company, and Non-U.S. Holders (as defined below, and
except as otherwise discussed below), all of whom may be subject to tax rules that differ materially from those summarized below.
In addition, this summary does not discuss any state, local, or non-United States tax considerations, any non-income tax (such
as gift or estate tax) considerations, alternative minimum tax or the Medicare tax. In addition, this summary is limited to investors
that hold our common stock as “capital assets” (generally, property held for investment) under the Code.
If a partnership (including an entity or
arrangement treated as a partnership for United States federal income tax purposes) holds our common stock, the tax treatment of
a partner in such partnership will generally depend upon the status of the partner, the activities of the partnership and certain
determinations made at the partner level. If you are a partner of a partnership holding our common stock, you are urged to consult
your tax advisor regarding the tax consequences of a redemption.
WE URGE HOLDERS OF OUR COMMON STOCK CONTEMPLATING
EXERCISE OF THEIR REDEMPTION RIGHTS TO CONSULT THEIR OWN TAX ADVISORS CONCERNING THE UNITED STATES FEDERAL, STATE, LOCAL, AND FOREIGN
INCOME AND OTHER TAX CONSEQUENCES THEREOF.
U.S. Federal Income Tax Considerations to U.S. Holders
This section is addressed to U.S. holders
of our common stock that elect to have their common stock of the Company redeemed for cash. For purposes of this discussion, a
“U.S. Holder” is a beneficial owner that so redeems its common stock of the Company and is:
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an individual who is a United States citizen or resident of the United States;
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a corporation (including an entity treated as a corporation for United States federal income tax purposes) created or organized in or under the laws of the United States, any state thereof or the District of Columbia;
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an estate the income of which is includible in gross income for United States federal income tax purposes regardless of its source; or
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a trust (A) the administration of which is subject to the primary supervision of a United States court and which has one or more United States persons (within the meaning of the Code) who have the authority to control all substantial decisions of the trust or (B) that has in effect a valid election under applicable Treasury regulations to be treated as a United States person.
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Redemption of Common Stock
In the event that a U.S. Holder’s
common stock of the Company is redeemed, the treatment of the transaction for U.S. federal income tax purposes will depend on whether
the redemption qualifies as sale of the common stock under Section 302 of the Code. Whether the redemption qualifies for sale treatment
will depend largely on the total number of shares of our stock treated as held by the U.S. Holder (including any stock constructively
owned by the U.S. Holder as a result of owning warrants) relative to all of our shares both before and after the redemption. The
redemption of common stock generally will be treated as a sale of the common stock (rather than as a distribution) if the redemption
(i) is “substantially disproportionate” with respect to the U.S. Holder, (ii) results in a “complete termination”
of the U.S. Holder’s interest in us or (iii) is “not essentially equivalent to a dividend” with respect to the
U.S. Holder. These tests are explained more fully below.
In determining whether any of the foregoing
tests are satisfied, a U.S. Holder takes into account not only stock actually owned by the U.S. Holder, but also shares of our
stock that are constructively owned by it. A U.S. Holder may constructively own, in addition to stock owned directly, stock owned
by certain related individuals and entities in which the U.S. Holder has an interest or that have an interest in such U.S. Holder,
as well as any stock the U.S. Holder has a right to acquire by exercise of an option, which would generally include common stock
which could be acquired pursuant to the exercise of the warrants. In order to meet the substantially disproportionate test, the
percentage of our outstanding voting stock actually and constructively owned by the U.S. Holder immediately following the redemption
of common stock must, among other requirements, be less than 80% of our outstanding voting stock actually and constructively owned
by the U.S. Holder immediately before the redemption. There will be a complete termination of a U.S. Holder’s interest if
either (i) all of the shares of our stock actually and constructively owned by the U.S. Holder are redeemed or (ii) all of the
shares of our stock actually owned by the U.S. Holder are redeemed and the U.S. Holder is eligible to waive, and effectively waives
in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. Holder does not constructively
own any other stock. The redemption of the common stock will not be essentially equivalent to a dividend if a U.S. Holder’s
conversion results in a “meaningful reduction” of the U.S. Holder’s proportionate interest in us. Whether the
redemption will result in a meaningful reduction in a U.S. Holder’s proportionate interest in us will depend on the particular
facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate
interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute
such a “meaningful reduction.”
If none of the foregoing tests are satisfied,
then the redemption will be treated as a distribution and the tax effects will be as described below under “U.S. Federal
Income Tax Considerations to U.S. Holders — Taxation of Distributions.”
U.S. Holders of our common stock considering
exercising their redemption rights should consult their own tax advisors as to whether the redemption of their common stock of
the Company will be treated as a sale or as a distribution under the Code.
Gain or Loss on Sale, Taxable Exchange, or Other Taxable
Disposition of Common Stock
If the redemption qualifies as a sale of
common stock, a U.S. Holder must treat any gain or loss recognized upon a sale, taxable exchange or other taxable disposition of
our common stock as capital gain or loss. Any such capital gain or loss will be long-term capital gain or loss if the U.S. Holder’s
holding period for the common stock so disposed of exceeds one year. Generally, a U.S. Holder will recognize gain or loss in an
amount equal to the difference between (i) the sum of the amount of cash and the fair market value of any property received in
such disposition (or, if the common stock is held as part of a unit at the time of the disposition, the portion of the amount realized
on such disposition that is allocated to the common stock based upon the then fair market values of the common stock and the warrant
included in the unit) and (ii) the U.S. Holder’s adjusted tax basis in its common stock so disposed of. A U.S. Holder’s
adjusted tax basis in its common stock generally will equal the U.S. Holder’s acquisition cost (that is, as discussed above,
the portion of the purchase price of a unit allocated to a share of common stock or, as discussed below, the U.S. Holder’s
initial basis for common stock received upon exercise of a warrant) less any prior distributions treated as a return of capital.
Long-term capital gain realized by a non-corporate U.S. Holder generally will be taxable at a reduced rate. The deduction of capital
losses is subject to limitations.
Taxation of Distributions
If the redemption does not qualify as a
sale of common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions to U.S. Holders
generally will constitute dividends for United States federal income tax purposes to the extent paid from our current or accumulated
earnings and profits, as determined under United States federal income tax principles. Distributions in excess of current and accumulated
earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S.
Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized on the sale or other
disposition of the common stock and will be treated as described under “U.S. Federal Income Tax Considerations to U.S. Holders — Gain
or Loss on Sale, Taxable Exchange or Other Taxable Disposition of Common Stock”. Dividends we pay to a U.S. Holder that is
a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied.
With certain exceptions, and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder
generally will constitute “qualified dividends” that will be taxable at a reduced rate.
U.S. Federal Income Tax Considerations to Non-U.S. Holders
This section is addressed to non-U.S. holders
of our common stock that elect to have their common stock of the Company redeemed for cash. For purposes of this discussion, a
“Non-U.S. Holder” is a beneficial owner (other than a partnership) that so redeems its common stock of the Company
and is not a U.S. Holder.
Redemption of Common Stock
The characterization for United States
federal income tax purposes of the redemption of a Non-U.S. Holder’s common stock generally will correspond to the United
States federal income tax characterization of such a redemption of a U.S. Holder’s common stock, as described under “U.S.
Federal Income Tax Considerations to U.S. Holders”.
Non-U.S. Holders of our common stock considering
exercising their redemption rights should consult their own tax advisors as to whether the redemption of their common stock of
the Company will be treated as a sale or as a distribution under the Code.
Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Common Stock
If the redemption qualifies as a sale of
common stock, a Non-U.S. Holder generally will not be subject to United States federal income or withholding tax in respect of
gain recognized on a sale of its common stock of the Company, unless:
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the gain is effectively connected with the conduct of a trade or business by the Non-U.S. Holder within the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained by the Non-U.S. Holder), in which case the Non-U.S. Holder will generally be subject to the same treatment as a U.S. Holder with respect to the redemption, and a corporate Non-U.S. Holder may be subject to the branch profits tax at a 30% rate (or lower rate as may be specified by an applicable income tax treaty);
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the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year in which the redemption takes place and certain other conditions are met, in which case the Non-U.S. Holder will be subject to a 30% tax on the individual’s net capital gain for the year; or
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we are or have been a “U.S. real property holding corporation” for United States federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. Holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market, the Non-U.S. Holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our common stock.
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Taxation of Distributions
If the redemption does not qualify as a
sale of common stock, the U.S. Holder will be treated as receiving a distribution. In general, any distributions we make to a Non-U.S.
Holder of shares of our common stock, to the extent paid out of our current or accumulated earnings and profits (as determined
under United States federal income tax principles), will constitute dividends for U.S. federal income tax purposes and, provided
such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the United
States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder
is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its
eligibility for such reduced rate. Any distribution not constituting a dividend will be treated first as reducing (but not below
zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our common stock and, to the extent such distribution exceeds
the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common stock, which
will be treated as described under “U.S. Federal Income Tax Considerations to Non-U.S. Holders — Gain on
Sale, Taxable Exchange or Other Taxable Disposition of Common Stock”. Dividends we pay to a Non-U.S. Holder that are effectively
connected with such Non-U.S. Holder’s conduct of a trade or business within the United States generally will not be subject
to United States withholding tax, provided such Non-U.S. Holder complies with certain certification and disclosure requirements.
Instead, such dividends generally will be subject to United States federal income tax, net of certain deductions, at the same graduated
individual or corporate rates applicable to U.S. Holders (subject to an exemption or reduction in such tax as may be provided by
an applicable income tax treaty). If the Non-U.S. Holder is a corporation, dividends that are effectively connected income may
also be subject to a “branch profits tax” at a rate of 30% (or such lower rate as may be specified by an applicable
income tax treaty).
Taxation of Common Stock Held Through Foreign Accounts
A 30% withholding tax applies with respect
to certain payments on, and, after December 31, 2018, gross proceeds from a sale or disposition of, our common stock in each case
if paid to a foreign financial institution or a non-financial foreign entity (including, in some cases, when such foreign financial
institution or entity is acting as an intermediary), unless (i) in the case of a foreign financial institution, such institution
enters into an agreement with the U.S. government to withhold on certain payments, and to collect and provide to the U.S. tax authorities
substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders of such
institution, as well as certain account holders that are foreign entities with U.S. owners), (ii) in the case of a non-financial
foreign entity, such entity certifies that it does not have any substantial U.S. owners or provides the withholding agent with
a certification identifying the direct and indirect substantial U.S. owners of the entity, or (iii) the foreign financial institution
or non-financial foreign entity otherwise qualifies for an exemption from these rules. Under certain circumstances, a holder might
be eligible for refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign
country or future Treasury Regulations may modify these requirements.
Non-U.S. Holders are encouraged to consult
their tax advisors regarding the possible implications of such withholding tax.
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 stockholder. 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 Proposal and the Trust Amendment Proposal.
The Special Meeting
Date, Time and Place
. The
Special Meeting of the Company’s stockholders will be held at 10:00 a.m. Eastern Time on January [*], 2018 at the offices
of Ellenoff Grossman & Schole LLP, located at 1345 Avenue of the Americas, 11th Floor, New York, New York 10105.
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 common stock at the
close of business on January 3, 2018, the record date for the Special Meeting. You will have one vote per proposal for each share
of Company common stock you owned at that time. The Company warrants do not carry voting rights.
Votes Required
. Approval
of the Extension Amendment Proposal and Trust Amendment Proposal will require the affirmative vote of holders of at least 90% of
the Company’s common stock outstanding on the record date. If you do not vote (i.e., you “abstain” from voting
on a proposal), your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect
as “AGAINST” votes.
At the close of business on the record
date of the Special Meeting, there were 5,599,388 outstanding shares of the Company’s common stock, each of which entitles
its holder to cast one vote per proposal.
If you do not want the Extension Amendment
Proposal and the Trust Amendment Proposal approved, you must abstain, not vote, or vote “AGAINST” the Extension Amendment
or the Trust Amendment Proposal. You will be entitled to redeem your shares for cash in connection with this vote only if you vote
“FOR” or “AGAINST” each of the Extension Amendment Proposal and the Trust Amendment Proposal and elect
to redeem your shares for a pro rata portion of the funds available in the Trust Account in connection with the Extension Amendment
Proposal and the Trust Amendment Proposal. If you abstain from voting on the Extension Amendment Proposal or the Trust Amendment
Proposal, then you will not be eligible to redeem your shares. The Company anticipates that a public stockholder who tenders shares
for redemption in connection with the vote to approve the Extension Amendment Proposal and the Trust Amendment Proposal would receive
payment of the redemption price for such shares soon after the completion of the Extension Amendment Proposal.
Proxies; Board Solicitation; Proxy Solicitor
. Your
proxy is being solicited by the Board on the proposals to approve the Extension Amendment Proposal and the Trust Amendment Proposal
being presented to stockholders at the Special Meeting. The Company has engaged Advantage Proxy to assist in the solicitation of
proxies for the Special Meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies
may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person
at the Special Meeting if you are a holder of record of the Company’s common stock. You may contact Advantage Proxy at:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
Required Vote
The affirmative vote by holders of at least
90% of the Company’s outstanding common stock is required to approve the Extension Amendment Proposal and the Trust Amendment
Proposal. If the Extension Amendment Proposal is not approved, the Extension Amendment will not be implemented and the Company
will be required by its charter to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible, but in any event no later than ten (10) business days thereafter, subject to funds being lawfully available therefor,
redeem all public shares then outstanding at a per share price, payable in cash, equal to the aggregate amount then on deposit
in the Trust Account, including any amounts representing interest earned on the Trust Account, less any interest released to the
Company for working capital purposes, the payment of taxes or dissolution expenses, divided by the total number of then outstanding
public shares, which redemption will completely extinguish rights of the public stockholders as stockholders of the Company with
respect to their public shares (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 the remaining stockholders
and the Board in accordance with applicable law, dissolve and liquidate, subject in each case to the Company’s obligations
under Delaware law to provide for claims of creditors and other requirements of applicable law. The approval of both the Extension
Amendment and the Trust Amendment are essential to the implementation of our Board’s plan to extend the date by which we
must consummate our business combination. Therefore, our Board will abandon and not implement either amendment unless our stockholders
approve both the Extension Amendment Proposal and the Trust Amendment Proposal. This means that if one proposal is approved by
the stockholders and the other proposal is not, neither proposal will take effect. Notwithstanding stockholder approval of the
Extension Amendment Proposal and the Trust Amendment Proposal, our Board will retain the right to abandon and not implement the
Extension Amendment and the Trust Amendment at any time without any further action by our stockholders.
Our Sponsor and all of our directors, executive
officers and their affiliates are expected to vote any common stock owned by them in favor of the Extension Amendment and the Trust
Amendment. On the record date, our Sponsor, directors and executive officers of the Company and their affiliates beneficially owned
and were entitled to vote 4,562,500 shares of the Company’s common stock representing approximately 81.5% of the Company’s
issued and outstanding common stock.
In addition, our Sponsor and the Company’s
directors, executive officers and their affiliates may choose to buy shares of the Company public common stock in the open market
and/or through negotiated private purchases. None of our directors, officers or advisors or their respective affiliates will make
any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted
period under Regulation M under the Exchange Act. In the event that such purchases do occur, the purchasers may seek to purchase
shares from stockholders who would otherwise have voted against the Extension Amendment Proposal and Trust Amendment Proposal and
elected to redeem their shares for a portion of the Trust Account.
Interests of our Sponsor, Directors and Officers
When you consider the recommendation of
our Board, you should keep in mind that our Sponsor, executive officers and members of our Board have interests that may be different
from, or in addition to, your interests as a stockholder. These interests include, among other things:
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the fact that our Sponsor and our officers and directors paid an aggregate of approximately $2.5 million for their Founder Shares and placement units and such securities may have a significantly higher value at the time of the Sunlong Business Combination. However, the placement warrants comprising the placement units will expire worthless if we do not complete a business combination. As a result, our Sponsor (and its members, including our executive officers and directors) have a financial incentive to see the Sunlong Business Combination consummated rather than lose whatever value is gained on the Founder Shares and placement units, as well as any value attributable to the placement warrant;
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the fact that our Sponsor has loaned the Company an aggregate of $140,500, which is due on demand. Additionally, our Sponsor and its affiliates may (but are not obligated to) loan us additional funds to fund our working capital requirements and transaction costs. Any part of or all such loans may be converted into additional warrants at $0.50 per warrant (a maximum of 1,000,000 warrants if up to $500,000 is loaned and that amount is converted into warrants) of the post-business combination entity at the option of our Sponsor. These warrants will be identical to the private warrants issued in a private placement in connection with Company’s IPO;
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the fact that Dr. Ni, an affiliate of Sunlong, has advanced a total of $237,000 to the Company for working capital purposes, which is non-interest bearing, unsecured and due on demand;
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the fact that at the closing of the Sunlong Business Combination, our Sponsor, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Although, as of the date of this proxy statement, we have not incurred any out-of-pocket expenses, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on our behalf;
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if the Company is unable to complete a business
combination within the required time period, our Chairman of the Board will be personally 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 the Company, but only if such a 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 underwriter
in our IPO; and
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the continued indemnification of current directors and officers of the Company and the continuation of directors’ and officers’ liability insurance after the Sunlong Business Combination.
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The Board’s Reasons for the Extension Amendment Proposal
and the Trust Amendment Proposals and Its Recommendation
As discussed below, after careful consideration
of all relevant factors, our Board has determined that the Extension Amendment and Trust Amendment are in the best interests of
the Company and its stockholders. Our Board has approved and declared advisable adoption of the Extension Amendment Proposal and
Trust Amendment Proposal, and recommends that you vote “FOR” such proposals.
Our charter provides that the Company has
until January 29, 2018 to complete the purposes of the Company including, but not limited to, effecting a business combination
under its terms. On October 11, 2017, the Company filed a preliminary Merger Proxy Statement, which proxy statement was subsequently
amended on December 1, 2017 and December 20, 2017. Our Board currently believes that there may not be sufficient time before January
29, 2018 to complete the Sunlong Business Combination. Our IPO prospectus and charter provide that the affirmative vote of the
holders of at least 90% of all outstanding shares of common stock is required to extend our corporate existence, except in connection
with, and effective upon consummation of, a business combination. Additionally, our IPO prospectus and charter provide for all
public stockholders to have an opportunity to redeem their public shares in the case our corporate existence is extended as described
above. Because the Company believes that the proposed Sunlong Business Combination to be in the best interests of the Company’s
stockholders, and because the Company may not be able to complete the proposed Sunlong Business Combination by January 29, 2018,
the Company has determined to seek stockholder approval to extend the time for closing a business combination beyond January 29,
2018 to the Extended Date. If the Extension Amendment Proposal and the Trust Amendment Proposal are approved, the Company expects
to seek stockholder approval of such Sunlong Business Combination after the Merger Proxy Statement has been cleared by the SEC.
We intend to hold another stockholders meeting prior to the Extended Date in order to seek stockholder approval of the proposed
Sunlong Business Combination. In accordance with the Company’s bylaws, in the event that such stockholders meeting to approve
the Sunlong Business Combination is held on or prior to January 29, 2018, the Board intends to cancel the Special Meeting upon
public announcement to its stockholders, either by press release and/or the filing with the SEC of a Current Report on Form 8-K.
The Company is not asking you to vote on
the proposed Sunlong Business Combination at this time. If the Extension is implemented and you do not elect to redeem your public
shares in connection with the Extension, you will retain the right to vote on any proposed business combination in the future and
the right to redeem your public shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in
the Trust Account, including interest (which interest shall be net of taxes payable and amounts released to us for working capital
purposes), divided by the number of then outstanding public shares, in the event the proposed Sunlong Business Combination is approved
and completed or the Company has not consummated a business combination by the Extended Date.
The Company’s charter provides that
if the Company’s stockholders approve an amendment to the Company’s charter that would affect the substance or timing
of the Company’s obligation to redeem 100% of the Company’s public shares if the Company does not complete its business
combination before January 29, 2018, the Company will provide its public stockholders with the opportunity to redeem all or a portion
of their shares of common stock upon such approval at a per-share price, payable in cash, equal to the aggregate amount then on
deposit in the Trust Account, including interest (which interest shall be net of taxes payable and amounts released to us for working
capital purposes), divided by the number of then outstanding public shares. We believe that this charter provision was included
to protect the Company stockholders from having to sustain their investments for an unreasonably long period if the Company failed
to find a suitable business combination in the timeframe contemplated by the charter. We also believe that, given the Company’s
expenditure of time, effort and money on the potential Sunlong Business Combination, circumstances warrant providing public stockholders
an opportunity to consider such business combination.
After careful consideration of all relevant
factors, the Board determined that the Extension Amendment and the Trust Amendment are in the best interests of the Company and
its stockholders.
Our Board unanimously recommends that
our stockholders vote “FOR” the approval of both the Extension Amendment Proposal and the Trust Amendment Proposal.
THE ADJOURNMENT PROPOSAL
Overview
The Adjournment Proposal, if adopted, will
allow our Board 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 stockholders in the event that there are insufficient votes for, or otherwise in connection
with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal. In no event will our Board adjourn the
Special Meeting beyond January 29, 2018.
Consequences if the Adjournment Proposal is Not Approved
If the Adjournment Proposal is not approved
by our stockholders, our Board may not be able to adjourn the Special Meeting to a later date in the event that there are insufficient
votes for, or otherwise in connection with, the approval of the Extension Amendment Proposal or the Trust Amendment Proposal.
Vote required for approval
The approval of the Adjournment Proposal
requires the affirmative vote of the majority of the votes cast by stockholders represented in person or by proxy at the Special
Meeting. Accordingly, if a valid quorum is otherwise established, a Company stockholder’s failure to vote by proxy or to
vote in person at the Special Meeting will have no effect on the outcome of any vote on the Adjournment Proposal. Abstentions will
be counted in connection with the determination of whether a valid quorum is established but will have no effect on the outcome
of the Adjournment Proposal.
Recommendation of the Board
Our Board unanimously recommends that
our stockholders vote “FOR” the approval of
the Adjournment Proposal.
BENEFICIAL OWNERSHIP OF SECURITIES
The following table sets forth information
regarding the beneficial ownership of the Company’s common stock as of the record date based on information obtained from
the persons named below, with respect to the beneficial ownership of shares of the Company’s common stock, by:
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each person known by us to be the beneficial owner of more than 5% of our outstanding shares of common stock;
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each of our executive officers and directors that beneficially owns shares of common stock; and
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all our officers and directors as a group.
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As of the record date, there were a total
of 5,599,388 shares of common stock outstanding. Unless otherwise indicated, all persons named in the table have sole voting and
investment power with respect to all shares of common stock beneficially owned by them.
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Number of Shares
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%
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Name and Address of Beneficial Owners
(1)
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Zhong Hui Holding Limited (our sponsor)
(2)
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4,326,500
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77.3
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Qi (Jacky) Zhang
(2)
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4,326,500
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77.3
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Tim Richerson
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150,000
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2.7
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Peter Nathanial
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80,000
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1.4
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Dr. Kurt Jetta
(3)
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3,000
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*
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Dongliang Qu
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3,000
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*
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Arthur B. Drogue
(3)
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—
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—
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Xiaoguang Liu
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—
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—
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All directors and officers as a group (7 persons)
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4,562,500
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81.5
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(1)
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Unless otherwise noted, the business address of each of
the following entities or individuals is 1615 South Congress Avenue, Suite 103, Delray Beach, Florida 33445.
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(2)
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These shares represent (i) the Founder Shares and Placement
Shares held by our Sponsor and (ii) 3,000,000 shares included in 3,000,000 units purchased by our sponsor in our initial public
offering. Mr. Zhang owns 100% of our Sponsor, Zhong Hui Holding Limited.
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(3)
|
Excludes any shares which our Sponsor intends to sell to
Messrs. Jetta and Drogue if the Sunlong Business Combination is consummated.
|
The table above does not include the shares
of common stock underlying the private placement warrants and public warrants held by our Sponsor because these securities are
not exercisable within 60 days of this proxy statement.
STOCKHOLDER PROPOSALS
If the Extension Amendment and Trust Amendment
proposals are approved and we complete a qualifying business combination on or before April 30, 2018, our 2018 annual meeting of
stockholders will likely be held no later than December 31, 2018. If you are a stockholder and you want to present a matter of
business to be considered or nominate a director to be elected at the year 2018 annual meeting, under our bylaws, you must deliver
notice of a nomination or proposal to us not less than 90 days and not more than 120 days prior to the date for the preceding year’s
annual meeting of stockholders; provided, however, that in the event that the annual meeting is called for a date that is not within
45 days before or after such anniversary date, notice by the stockholder to be timely must be so received not earlier than the
opening of business on the 120
th
day before the meeting and not later than the later of (x) the close of business
on the 90
th
day before the meeting or (y) the close of business on the 10
th
day following the day
on which public announcement of the date of the annual meeting is first made by us. You should direct any proposals to our Chief
Executive Officer at our principal office.
Accordingly, for our 2018 annual meeting,
assuming the meeting is held on or about December 20, 2018, notice of a nomination or proposal must be delivered to us no later
than September 20, 2018 and no earlier than August 21, 2018. Nominations and proposals also must satisfy other requirements set
forth in the bylaws. The Chairman of the Board may refuse to acknowledge the introduction of any stockholder proposal not made
in compliance with the foregoing procedures.
If the Extension Amendment and Trust Amendment
proposals are not approved and the Company fails to complete a qualifying business combination on or before January 29, 2018, there
will be no annual meeting in 2018.
HOUSEHOLDING INFORMATION
Unless we have received contrary instructions,
we may send a single copy of this Proxy Statement to any household at which two or more stockholders reside if we believe the stockholders
are members of the same family. This process, known as “householding”, reduces the volume of duplicate information
received at any one household and helps to reduce our expenses. However, if stockholders prefer to receive multiple sets of our
disclosure documents at the same address this year or in future years, the stockholders should follow the instructions described
below. Similarly, if an address is shared with another stockholder and together both of the stockholders would like to receive
only a single set of our disclosure documents, the stockholders should follow these instructions.
|
●
|
If the shares are registered in the name of the stockholder, the stockholder should contact us at our offices at 1615 South Congress Avenue Suite 103 Delray Beach, Florida 33445, to inform us of his or her request; or
|
|
●
|
If a bank, broker or other nominee holds the shares, the stockholder should contact the bank, broker or other nominee directly.
|
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements and other
information with the SEC as required by the Exchange Act. You can read the Company’s SEC filings, including this Proxy Statement,
over the Internet at the SEC’s website at
http://www.sec.gov.
You may also read and copy any document we
file with the SEC at the SEC public reference room located at 100 F Street, N.E., Room 1580 Washington, D.C., 20549. You may obtain
information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. You may also obtain copies of the
materials described above at prescribed rates by writing to the SEC, Public Reference Section, 100 F Street, N.E., Washington,
D.C. 20549.
If you would like additional copies of this
Proxy Statement or if you have questions about the proposals to be presented at the Special Meeting, you should contact the Company’s
proxy solicitation agent at the following address and telephone number:
Advantage Proxy, Inc.
P.O. Box 13581
Des Moines, WA 98198
Attn: Karen Smith
Toll Free: (877) 870-8565
Collect: (206) 870-8565
Email: ksmith@advantageproxy.com
You may also obtain these documents by requesting
them in writing or by telephone from the Company at the following address and telephone number:
Tim Richerson
JM Global Holding Company
1615 South Congress Avenue
Suite 103
Delray Beach, Florida 33445
(561) 900-3672
If you are a stockholder of the Company
and would like to request documents, please do so by January [*], 2018, in order to receive them before the Special Meeting
.
If you request any documents from us, we will mail them to you by first class mail, or another equally prompt means.
ANNEX A
PROPOSED AMENDMENT NO. 2
TO THE
AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
JM GLOBAL HOLDING COMPANY
Pursuant to Section 245 of the
Delaware General Corporation Law
|
1.
|
The
undersigned, being a duly authorized officer of
JM GLOBAL HOLDING COMPANY
(the “Corporation”), a
corporation existing under the laws of the State of Delaware, does hereby certify as follows:
|
|
2.
|
The
name of the Corporation is JM GLOBAL HOLDING COMPANY
|
|
3.
|
The
Corporation’s Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on
April 10, 2015.
|
|
4.
|
The
Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State of Delaware on
July 23, 2015.
|
|
5.
|
The
Amendment to the Amended and Restated Certificate of Incorporation was filed in the office of the Secretary of State of the State
of Delaware on July 27, 2017.
|
|
6.
|
This
Amendment No. 2 to the Amended and Restated Certificate of Incorporation, amends the Amended and Restated Certificate of Incorporation
of the Corporation, as amended.
|
|
7.
|
This
Amendment No. 2 to the Amended and Restated Certificate of Incorporation was duly adopted by the affirmative vote of the holders
of 90% of the stock outstanding as of the record date in accordance with the provisions of Section 242 of the General Corporation
Law of the State of Delaware (the “DGCL”).
|
|
8.
|
The
text of Section 9.02(d) of Article IX is hereby amended and restated to read in full as follows:
|
(d) If the Corporation has not consummated a Business Combination
by April 30, 2018, the Corporation shall (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible, but in any event no later than ten (10) business days thereafter, subject to funds being lawfully available therefor,
redeem the Offering Shares in consideration of a per-share price, payable in cash, equal to the quotient obtained by dividing (A)
the aggregate amount then on deposit in the Trust Account, including any amounts representing interest earned on the Trust Account,
less any interest released to the Corporation for working capital purposes, the payment of taxes or dissolution expenses, by (B)
the total number of then outstanding Offering Shares, which redemption will extinguish rights of the Public Stockholders as stockholders
of the Corporation with respect to their Offering Shares (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 the remaining stockholders and the Board in accordance with applicable law, dissolve and liquidate, subject in the case of clauses
(ii) and (iii) above to the Corporation’s obligations under the DGCL to provide for claims of creditors and other requirements
of applicable law.
|
7.
|
The
text of Section 9.07 of Article IX is hereby amended and restated to read in full as follows:
|
Section 9.07
Additional Redemption
Rights
. If, in accordance with Section 9.01(a), any amendment is made to Section 9.02(d) that would affect the substance
or timing of the Corporation’s obligation to redeem 100% of the Offering Shares if the Corporation has not consummated a
Business Combination by April 30, 2018, the Corporation shall offer to redeem the Offering Shares upon the approval of any such
amendment, at a per-share price, payable in cash, equal to the quotient obtained by dividing (i) the aggregate amount on deposit
in the Trust Account as of two business days prior to the approval of such amendment, including any amounts representing interest
earned on the Trust Account, less any interest previously released to, or reserved for use by, the Corporation for the payment
of taxes or working capital expenses, by (ii) the total number of then outstanding Offering Shares; provided, however, that any
such redemption shall be subject to the Redemption Limitation.
|
8.
|
IN
WITNESS WHEREOF, I have signed this Amendment No. 2 to the Amended and Restated Certificate of Incorporation this [ ]
day of January 2018.
|
|
|
|
Name: Tim Richerson
|
|
Title: Chief Executive Officer
|
ANNEX B
FORM OF AMENDMENT NO. 2 TO INVESTMENT MANAGEMENT TRUST
AGREEMENT
THIS AMENDMENT NO.
2 TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT (this “
Amendment
”) is made as of January [___], 2018,
by and between JM Global Holding Company, a Delaware corporation (the “
Company
”), and Continental Stock
Transfer & Trust Company, a New York corporation (the “
Trustee
”). Capitalized terms contained in
this Amendment, but not specifically defined in this Amendment, shall have the meanings ascribed to such terms in the Original
Agreement (as defined below).
WHEREAS, on July 23,
2015, the Company consummated an initial public offering (the “
Offering
”) of units of the Company’s
equity securities, each such unit comprised of one share of the Company’s common stock, par value $0.0001 per share (“
Common
Stock
”), and one warrant, each warrant entitling the holder thereof to purchase one-half of one share of Common Stock;
WHEREAS, the Company
entered into an Underwriting Agreement with Cantor Fitzgerald & Co. (the “
Underwriting Agreement
”);
WHEREAS, $50,000,000
of the gross proceeds of the Offering and sale of the Private Placement Units (as defined in the Underwriting Agreement) were delivered
to the Trustee to be deposited and held in a segregated trust account located in the United States (the “
Trust Account
”)
for the benefit of the Company and the holders of the Company’s Common Stock included in the Units issued in the Offering
pursuant to the investment management trust agreement made effective as of July 23, 2015 by and between the Company and the Trustee
(the “
Original Agreement
”);
WHEREAS, on July 27, 2017, the parties
entered into Amendment No. 1 to the Original Agreement to extend the date on which the Trustee must liquidate the Trust Account
if the Company has not completed a business combination from July 29, 2017 to January 29, 2018;
WHEREAS, the Company
has sought the approval of its Public Stockholders at a meeting of its stockholders to: (i) extend the date before which the Company
must complete a business combination from January 29, 2018 to April 30, 2018 (the “
Extension Amendment
”)
and (ii) extend the date on which the Trustee must liquidate the Trust Account if the Company has not completed a business combination
from January 29, 2018 to April 30, 2018 (the “
Trust Amendment
”);
WHEREAS, holders of
at least ninety percent (90%) of the Company’s outstanding shares of common stock approved the Extension Amendment and the
Trust Amendment; and
WHEREAS, the parties
desire to amend the Original Agreement, as amended, to, among other things, reflect amendments to the Original Agreement, as amended,
contemplated by the Trust Amendment.
NOW, THEREFORE, in
consideration of the mutual agreements contained herein and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereto agree as follows:
|
1.
|
Amendment of Trust Agreement
.
|
|
1.1.
|
Section 1(i) of the Original Agreement, as amended, is hereby amended and restated in its entirety as follows:
|
“(i) Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter
from the Company (“
Termination Letter
”) in a form substantially similar to that attached hereto as either
Exhibit A or Exhibit B , as applicable, signed on behalf of the Company by its Chief Executive Officer, President, Chief Financial
Officer or Chairman of the board of directors (the “
Board
”) or other authorized officer of the Company,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including any amounts representing
interest earned on the Trust Account, less any interest previously released to, or reserved for use by, the Company as provided
in this Agreement for working capital purposes or to pay taxes or dissolution expenses, only as directed in the Termination Letter
and the other documents referred to therein, or (y) upon April 30, 2018 (“
Termination Date
”), if a Termination
Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance
with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including
any amounts representing interest earned on the Trust Account, less any interest previously released to, or reserved for use by,
the Company as provided in this Agreement for working capital requirements or to pay taxes or dissolution expenses, shall be distributed
to the Public Stockholders of record as of such date. The Trustee agrees to serve as the paying agent of record (“Paying
Agent”) with respect to any distribution of Property that is to be made to the Public Stockholders and, in its separate capacity
as Paying Agent, agrees to distribute such Property directly to the Company’s Public Stockholders in accordance with the
terms of this Agreement and the Company’s Certificate of Incorporation in effect at the time of such distribution;”
|
1.2.
|
A new Section 1(k) is hereby added to the Original Agreement as follows:
|
“(k) Upon written
request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D (a “
Stockholder Redemption Withdrawal Instruction
”), the Trustee shall distribute to the Company the
amount requested by the Company to be used to redeem shares of Common Stock from Public Stockholders in the event that the Company’s
stockholders approve an amendment to the Company’s amended and restated certificate of incorporation, as amended, to extend
the time period in which the Company must complete its initial Business Combination or liquidate the Trust Account. The written
request of the Company referenced above shall constitute presumptive evidence that the Company is entitled to said funds, and the
Trustee shall have no responsibility to look beyond said request.”
|
1.3.
|
A new Exhibit D is hereby added to the Original Agreement as follows:
|
“EXHIBIT D
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
1 State Street Plaza, 30th Floor
New York, NY 10004-1561
Attn: Steven G. Nelson or Fran Wolf
Re:
Trust Account
No. Stockholder Redemption Withdrawal Instruction
Gentlemen:
Pursuant to
Section
1(k)
of the Investment Management Trust Agreement between JM Global Holding Company, a Delaware corporation (the “
Company
”),
and Continental Stock Transfer & Trust Company (“
Trustee
”), dated as of July 23, 2015 (as amended
from time to time, “
Trust Agreement
”), the Company hereby requests that you deliver to the Company $______ of
the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf of
the Beneficiaries. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
The Company needs such
funds to pay its Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in
connection with the stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation,
as amended, to extend the time in which the Company must complete a Business Combination or liquidate the Trust Account. As such,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
a segregated account held by you on behalf of the Beneficiaries.
|
Very truly yours,
|
|
|
|
|
JM Global Holding Company
|
|
|
|
|
By:
|
|
|
|
Name: Tim Richerson
|
|
|
Title: Chief Executive Officer
|
cc: Cantor Fitzgerald & Co.
|
2.
|
Miscellaneous Provisions
.
|
|
2.1.
|
Successors
. All the covenants and provisions of this Amendment by or for the benefit of the Company or the Trustee shall bind and inure to the benefit of their permitted respective successors and assigns.
|
|
2.2.
|
Severability
. This Amendment shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Amendment or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Amendment a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.
|
|
2.3.
|
Applicable Law
. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
|
|
2.4.
|
Counterparts
. This Amendment may be executed in several original or facsimile counterparts, each of which shall constitute an original, and together shall constitute but one instrument.
|
|
2.5.
|
Effect of Headings
. The section headings herein are for convenience only and are not part of this Amendment and shall not affect the interpretation thereof.
|
|
2.6.
|
Entire Agreement
. The Original Agreement, as amended, as modified by this Amendment, constitutes the entire understanding of the parties and supersedes all prior agreements, understandings, arrangements, promises and commitments, whether written or oral, express or implied, relating to the subject matter hereof, and all such prior agreements, understandings, arrangements, promises and commitments are hereby canceled and terminated.
|
[Signature page follows]
IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be duly executed as of the date first above written.
|
Continental Stock Transfer & Trust Company, as Trustee
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
|
JM Global Holding Company
|
|
|
|
|
By:
|
|
|
|
Name:
|
|
|
Title:
|
[Signature Page to Amendment to Investment
Management Trust Agreement]
PRELIMINARY PROXY STATEMENT - SUBJECT
TO COMPLETION, DATED JANUARY 4, 2018
JM GLOBAL HOLDING COMPANY
THIS PROXY IS SOLICITED BY THE BOARD
OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON
JANUARY [*], 2018
The undersigned, revoking any previous proxies relating to these
shares with respect to the Extension Amendment Proposal, the Trust Amendment Proposal and the Adjournment Proposal hereby acknowledges
receipt of the notice and Proxy Statement, dated January [*], 2018, in connection with the Special Meeting of stockholders to be
held at 10:00 a.m. Eastern Time on January [*], 2018 at the offices of Ellenoff Grossman & Schole LLP, located at 1345 Avenue
of the Americas, 11th Floor, New York, New York 10105, for the sole purpose of considering and voting upon the following proposals,
and hereby appoints Tim Richerson, the attorney and proxy of the undersigned, with power of substitution to each, to vote all shares
of the common stock of JM Global Holding Company (the “Company”) registered in the name provided, which the undersigned
is entitled to vote at the Special Meeting of stockholders, and at any adjournments thereof, with all the powers the undersigned
would have if personally present. Without limiting the general authorization hereby given, said proxies are, and each of them is,
instructed to vote or act as follows on the proposals set forth in this Proxy Statement.
THIS PROXY, WHEN EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
HEREIN. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3 CONSTITUTING
THE EXTENSION AMENDMENT, THE TRUST AMENDMENT, AND THE ADJOURNMENT PROPOSAL.
PLEASE MARK, SIGN, DATE AND RETURN THE
PROXY CARD PROMPTLY.
(Continued and to be marked, dated and
signed on reverse side)
Important Notice Regarding the Availability
of Proxy Materials for the
Special Meeting of Stockholders to be held on January [*], 2018:
This notice of meeting and the accompanying
Proxy Statement are available at
http://www.cstproxy.com/jmglobalholdingcompany/sm2018.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 1, PROPOSAL 2 AND PROPOSAL 3.
|
|
Please mark
votes as
indicated in
this example
|
|
☒
|
Proposal 1 – Extension of Corporate Life
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
Amend the Company's amended and restated certificate of incorporation, as amended, to extend the date that the Company has to consummate a business combination from January 29, 2018 to April 30, 2018.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
Proposal 2 – Extension of Trust Agreement
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
Amend the Investment Management Trust Agreement, dated July 23, 2015, as amended, by and between the Company and Continental Stock Transfer & Trust Company (“Continental”), to extend the date on which Continental must liquidate the Trust Account established in connection with the Company's initial public offering if the Company has not completed a business combination from January 29, 2018 to April 30, 2018 and to permit the withdrawal of funds from the Trust Account to pay stockholders who properly exercise their redemption rights in connection with the Extension Amendment Proposal.
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
Proposal 3 – Adjournment
|
|
FOR
|
|
AGAINST
|
|
ABSTAIN
|
Adjourn the Special Meeting of stockholders to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event that there are insufficient votes for, or otherwise in connection with, the approval of Proposal 1 or Proposal 2.
|
|
☐
|
|
☐
|
|
☐
|
You may exercise your redemption rights by marking the “Exercise
Redemption Rights” box below. If you exercise your redemption rights, then you will be exchanging your public shares of the
common stock of the Company for cash and you will no longer own such public shares. YOU WILL ONLY BE ENTITLED TO RECEIVE CASH FOR
THOSE PUBLIC SHARES IF YOU TENDER YOUR STOCK CERTIFICATES REPRESENTING SUCH REDEEMED PUBLIC SHARES TO THE COMPANY'S DULY APPOINTED
AGENT PRIOR TO THE VOTE AT SUCH MEETING.
EXERCISE
REDEMPTION RIGHTS
o
Date: _______________________________________, 2018
|
|
Signature
|
|
|
|
|
|
Signature (if held jointly)
|
|
Signature should agree with name printed hereon. If stock is
held in the name of more than one person, EACH joint owner should sign. Executors, administrators, trustees, guardians and attorneys
should indicate the capacity in which they sign. Attorneys should submit powers of attorney.
PLEASE SIGN, DATE AND RETURN THE PROXY IN THE ENVELOPE ENCLOSED
TO CONTINENTAL STOCK TRANSFER & TRUST COMPANY. THIS PROXY WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE ABOVESIGNED STOCKHOLDER.
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED “FOR” THE PROPOSALS SET FORTH IN PROPOSAL 1, PROPOSAL 2 AND PROPOSAL
3. THIS PROXY WILL REVOKE ALL PRIOR PROXIES SIGNED BY YOU.
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