UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~(Mark~~FORM ~~One) x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~10-K

~~For~~(Mark ~~the fiscal year ended December 31, 2015~~ One)

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2016

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number: 001-36669

ARAXAR ~~CAPITAL~~ ACQUISITION CORP.

(Exact name of registrant as specified in its charter)

Delaware		47-1434549
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
405 Park Avenue - 14th FloorNew York, New York		10022
1330 Avenue of the Americas – 6th Floor New York, New York		10019
(Address of principal executive offices)		(Zip Code)
(212) 415-6500
(212) 356-6130
(Registrant's telephone number, including area code)
Securities registered pursuant to section 12(b) of the Act:
Title of each class registered		Name of each exchange on which each class is registered to
Public Units, each consisting of one share of Common Stock and one-half of one Warrant		The NASDAQ Stock Market LLC
Common Stock, par value $0.0001 per share		The NASDAQ Stock Market LLC
Warrants, exercisable for one share of Common Stock		The NASDAQ Stock Market LLC
Securities registered pursuant to section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o ¨ No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o ¨ No x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. x Yes ¨ No

Indicate by check mark whether the registrant submitted electronically and posted on its corporate Web Site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). x Yes ¨ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of "“large accelerated filer,"” "“accelerated filer,"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨		Accelerated filer x
Non-accelerated filer ¨	(Do not check if a smaller reporting company)	Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). x Yes ¨ No

The aggregate market value of the common stock held by non-affiliates of the registrant, computed by reference to the closing sales price for the registrant's common stock on ~~December~~June 3130, ~~2015~~2016 (the last business day of the registrant's most recently completed second fiscal quarter), as reported on the Nasdaq Capital Market, was approximately $~~233~~238,~~520~~320,000.

The number of outstanding shares of the registrant's common stock issued and outstanding on ~~February 19~~March 14, ~~2016~~2017 was 308,~~000~~506,~~000~~111 shares.

TABLE OF CONTENTS

PART I		Page
		Page
Item 1.	Business	1
PART I
Item 1A.	Risk Factors	5
Item 1.	Business	4
Item 1B.	Unresolved Staff Comments	25
Item 1A.	Risk Factors	12
Item 2.	Properties	25
Item 1B.	Unresolved Staff Comments	38
Item 3.	Legal Proceedings	25
Item 2.	Properties	38
Item 4.	Mine Safety Disclosures	25
Item 3.	Legal Proceedings	38
Item 4.	Mine Safety Disclosures	38
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	2638
Item 6.	Selected Financial Data	2839
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2940
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	3244
Item 8.	Financial Statements and Supplementary Data	3345
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	3345
Item 9A.	Controls and Procedures	3345
Item 9B.	Other Information	3345
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	3546
Item 11.	Executive Compensation	4151
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	4152
Item 13.	Certain Relationships and Related Transactions, and Director Independence	4353
Item 14.	Principal Accounting Fees and Services	4757
PART IV
Item 15.	Exhibits and Financial Statement Schedules	4958
Signatures		5159

Forward-Looking Statements

Certain statements in this Annual Report on Form 10-K (the "“Report"”) may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our or our management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this Report may include, for example, statements about:

•

our ability to complete our initial business combination;

•

our success in retaining or recruiting, or changes required in, our officers, key employees or directors following our initial business combination;

•

our officers and directors allocating their time to other businesses and potentially having conflicts of interest with our business or in approving our initial business combination, as a result of which they would then receive expense reimbursements;

•

our potential ability to obtain additional financing to complete our initial business combination;

•

our pool of prospective target businesses;

•

the ability of our officers and directors to generate a number of potential investment opportunities;

•

our public securities’ potential liquidity and trading;

•

the lack of a market for our securities;

•

the use of proceeds not held in the trust account or available to us from interest income on the trust account balance; or

•

our financial performance.

The forward-looking statements contained in this Report are based on our current expectations and beliefs concerning future developments and their potential effects on us. There can be no assurance that future developments affecting us will be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control) or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described under the heading “Risk Factors” beginning on page 512. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

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PART I

References to the “Company,”“we,” “our” and “us” refer to AR Capital Acquisition Corp. References to our "management" or our "management team" refer to our officers and directors, and references to the "Sponsor" refer to AR Capital, LLC, a Delaware limited liability company.

Item 1. Business

We are a blank check company incorporated on July 25, 2014 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We will seek to capitalize on the substantial deal sourcing, investing and operating expertise of our Sponsor and management team to identify and complete a business combination with one or more businesses in the asset management industry, although we may pursue business combination opportunities in other industries. Our amended and restated certificate of incorporation prohibits us from effectuating a business combination with another blank check company or similar company with nominal operations.

The registration statement for the Company's initial public offering was declared effective by the United States Securities and Exchange Commission (the "SEC") on October 1, 2014. On October 7, 2014, we completed our initial public offering of 24,000,000 units (the "Public Units"), with each Public Unit consisting of one share of our common stock, $0.0001 par value per share (the "Public Shares"), and one-half of one warrant (the "Warrants"). Each whole Warrant entitles the holder to purchase one share of common stock at a price of $11.50 per share. The Public Units were sold at an offering price of $10.00 per Public Unit, generating total gross proceeds of $240,000,000. The underwriters of our initial public offering reimbursed us $500,000 for offering expenses incurred in connection with the initial public offering (the "Reimbursement").

Prior to the consummation of our initial public offering, on August 1, 2014, the Sponsor purchased 8,625,000 shares of our common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. The Founder Shares are identical to the common stock included in the Public Units except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On October 1, 2014, in connection with a reduction in the size of the initial public offering, the Sponsor contributed 1,725,000 Founder Shares back to the Company, which we canceled. Also on October 1, 2014, the Sponsor entered into a securities assignment agreement, pursuant to which the Sponsor sold 20,000 Founder Shares at their original price to each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, our independent directors. On December 4, 2014, as a result of the underwriters' election not to exercise the over-allotment option in connection with our initial public offering, our initial stockholders forfeited an aggregate of 900,000 Founder Shares, consisting of a forfeiture of 2,609 Founder Shares by each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, and a forfeiture of 892,173 Founder Shares by the Sponsor. As a result of the forfeiture, the Sponsor held 5,947,827 Founder Shares, and each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich held 17,391 Founder Shares, so that there were 6,000,000 Founder Shares outstanding. The number of Founder Shares represents 20% of our issued and outstanding shares.

Simultaneously with the consummation of our initial public offering, we consummated the private sale of 6,550,000 warrants (the "Private Placement Warrants"), each exercisable to purchase one share of our common stock at $11.50 per share, to the Sponsor at a price of $1.00 per warrant, generating gross proceeds of $6,550,000. After deducting the underwriting discounts and commissions (excluding the deferred portion of $8,400,000 in underwriting commissions and advisory fees, which amount will be payable if the initial business combination is consummated) and the estimated offering expenses, the total net proceeds from our initial public offering and the Private Placement Warrants was approximately $241,000,000, of which $240,000,000 (or approximately $10 per Public Unit) was placed in a trust account with Continental Stock Transfer & Company acting as trustee (the "Trust Account"). The trust proceeds are invested in permitted United States "government securities" within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the "Investment Company Act"), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Our amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in trust will be released until the earlier of (i) the completion of our initial business combination and (ii) the redemption of 100% of the Public Units if we are unable to complete an initial business combination within 24 months from the closing of our initial public offering.

After payment of underwriting discounts and commissions (excluding the deferred portion of $8,400,000 in underwriting commissions and advisory fees, which amount will be payable if the initial business combination is consummated) and approximately $750,000 in expenses relating to our initial public offering, approximately $1,000,000 of the net proceeds of our initial public offering and the Private Placement Warrants was not deposited into the Trust Account and was retained by us for working capital purposes. The net proceeds deposited in the Trust Account remain on deposit in the Trust Account earning interest. As of December 31, 2015 and 2014, there were $240,018,972 and $240,002,671, respectively, in investments held in the Trust Account and $700,873 and $1,570,214, respectively, (which includes the Reimbursement from the underwriters) held

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outside the Trust Account available for working capital purposes. As of December 31, 2015, no funds had been withdrawn from the Trust Account.

Effecting our Initial Business Combination

General

Other than searching for and evaluating potential target companies, we are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. We intend to effect our initial business combination using cash from proceeds of our initial public offering and the Private Placement Warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

If our initial business combination is paid for using stock or debt securities, or not all of the funds released from the Trust Account are used for payment of the consideration in connection with our business combination or used for redemptions of purchases of our common stock, we may apply the balance of the cash released to us from the Trust Account for general corporate purposes, including for maintenance or expansion of operations of the post-transaction company, the payment of principal or interest due on indebtedness incurred in completing our initial business combination, to fund the purchase of other companies or for working capital.

Selecting a Target Business and Structuring our Initial Business Combination

Our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of our assets held in the Trust Account (excluding the deferred underwriting commissions, advisory fees and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The fair market value of the target or targets will be determined by our board of directors based upon one or more standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able to independently determine the fair market value of the target business or businesses, we will obtain an opinion from an independent investment banking firm that is a member of FINRA with respect to the satisfaction of such criteria. Subject to this requirement, our management will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will not be permitted to effectuate our initial business combination with another blank check company or a similar company with nominal operations.

In any case, we will only complete an initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act. If we own or acquire less than 100% of the equity interests or assets of a target business or businesses, the portion of such business or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test.

To the extent we effect our initial business combination with a company or business that may be financially unstable or in its early stages of development or growth we may be affected by numerous risks inherent in such company or business. Although our management will endeavor to evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

In evaluating a prospective target business, we expect to conduct a due diligence review, which will include, as applicable, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.

The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our business combination.

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes, divided by the number of then outstanding Public Shares, subject to the limitations described herein. The amount in the Trust Account is initially anticipated to be $10.00 per Public Share. The per-share amount we will distribute to investors who properly redeem their shares will not be reduced by the deferred underwriting commissions we will pay to the underwriters or the advisory fees we would have paid to RCS Capital ("RCS"), a division of Realty Capital Securities, LLC, an entity under

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common control with the Sponsor. There will be no redemption rights upon the completion of our initial business combination with respect to our Warrants. Our initial stockholders have entered into letter agreements with us, pursuant to which they have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares they may acquire during or after our initial public offering in connection with the completion of our business combination.

Manner of Conducting Redemptions

We will provide our stockholders with the opportunity to redeem all or a portion of their Public Shares upon the completion of our initial business combination either (i) in connection with a stockholder meeting called to approve the initial business combination or (ii) by means of a tender offer. The decision as to whether we will seek stockholder approval of a proposed business combination or conduct a tender offer will be made by us, solely in our discretion, and will be based on a variety of factors such as the timing of the transaction and whether the terms of the transaction would require us to seek stockholder approval by law or stock exchange listing requirements. Asset acquisitions and stock purchases would not typically require stockholder approval while direct mergers with our Company where we do not survive and any transactions where we issue more than 20% of our outstanding common stock or seek to amend our amended and restated certificate of incorporation would require stockholder approval.

If a stockholder vote is not required and we do not decide to hold a stockholder vote for business or other legal reasons, we will, pursuant to our amended and restated certificate of incorporation:

• conduct the redemptions pursuant to Rule 13e-4 and Regulation 14E of the Securities Exchange Act of 1934 (the "Exchange Act"), which regulate issuer tender offers, and

• file tender offer documents with the SEC prior to completing our initial business combination which contain substantially the same financial and other information about the initial business combination and the redemption rights as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of Public Shares, which number will be based on the requirement that we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

If, however, stockholder approval of the transaction is required by law or stock exchange listing requirements, or we decide to obtain stockholder approval for business or other legal reasons, we will:

• conduct the redemptions in conjunction with a proxy solicitation pursuant to Regulation 14A of the Exchange Act, which regulates the solicitation of proxies, and not pursuant to the tender offer rules, and

• file proxy materials with the SEC.

If we seek stockholder approval, we will complete our initial business combination only if a majority of the outstanding shares of common stock voted are voted in favor of the business combination. In such case, our initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after our initial public offering in favor of our initial business combination. For purposes of seeking approval of the majority of our outstanding shares of common stock voted, non-votes will have no effect on the approval of our initial business combination once a quorum is obtained. We intend to give approximately 30 days (but not less than 10 days nor more than 60 days) prior written notice of any such meeting, if required, at which a vote shall be taken to approve our initial business combination. Each public stockholder may elect to redeem their Public Shares irrespective of whether they vote for or against the proposed business combination, provided that a public stockholder must in fact vote for or against a proposed business combination in order to have his, her or its shares of common stock redeemed.

We may require our public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either (a) tender their certificates to our transfer agent or (b) deliver their shares to the transfer agent electronically, in each case prior to the date set forth in the tender offer documents or proxy materials mailed to such holders, or up to two business days prior to the vote on the proposal to approve the business combination in the event we distribute proxy materials. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, which could delay redemptions and result in additional administrative cost. If the proposed business combination is not approved and we continue to search for a target

~~Table~~PART ~~of Contents~~I

~~company,~~References to the “Company,”“we,” “our” ~~will~~and ~~promptly~~“us” ~~return~~refer ~~any~~to ~~certificates~~Axar ~~delivered,~~Acquisition Corp. References to our “management” or ~~shares~~our ~~tendered~~“management team” ~~electronically~~refer to our officers and directors, byand ~~public~~references ~~stockholders~~to ~~who~~the ~~elected~~“Sponsor” refer to ~~redeem~~Axar ~~their~~Master ~~shares~~Fund Ltd., a Cayman Islands exempted company.

~~Our~~Item amended and restated certificate of incorporation provides that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination1. For example, the proposed business combination may require: (i) cash consideration to be paid to the target or its owners, (ii) cash to be transferred to the target for working capital or other general corporate purposes or (iii) the retention of cash to satisfy other conditions in accordance with the terms of the proposed business combination. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, and all shares of common stock submitted for redemption will be returned to the holders thereof. Business

~~Limitation~~We are a blank check company incorporated on ~~Redemption~~July ~~upon~~25, ~~Completion~~2014 as a Delaware corporation and formed for the purpose of ~~our~~effecting ~~Initial~~a ~~Business~~merger, ~~Combination~~capital ifstock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to throughout this Report as our initial business combination. We ~~Seek~~will ~~Stockholder~~seek ~~Approval~~to capitalize on the substantial deal sourcing, investing and operating expertise of our Sponsor and management team to identify and complete a business combination with one or more businesses with an over-levered capital structure or that otherwise would benefit from a restructuring, although we may pursue business combination opportunities in other circumstances. Our amended and restated certificate of incorporation prohibits us from effectuating a business combination with another blank check company or similar company with nominal operations.

~~Notwithstanding~~The ~~the~~registration ~~foregoing~~statement ~~redemption~~for ~~rights,~~the ~~if we seek stockholder approval of our~~ Company's initial ~~business~~public ~~combination~~offering ~~and~~was wedeclared doeffective ~~not~~by ~~conduct~~the ~~redemptions~~United inStates ~~connection~~Securities ~~with~~and ~~our~~Exchange ~~business~~Commission ~~combination pursuant to~~ (the ~~tender~~“SEC”) on ~~offer~~October ~~rules~~1, ~~our~~2014. ~~amended~~On ~~and~~October ~~restated~~7, ~~certificate~~2014, ofwe ~~incorporation~~completed ~~provides~~our ~~that~~initial a public ~~stockholder,~~offering ~~together with any affiliate~~ of ~~such~~24,000,000 ~~stockholder~~units ~~or any other person with whom such stockholder is acting in concert or as a “group”~~ (~~as defined under Section 13 of~~ the ~~Exchange~~“Public ~~Act~~Units”), ~~will be restricted from redeeming its shares~~ with ~~respect~~each toPublic ~~more~~Unit ~~than~~consisting ~~an aggregate~~ of ~~20%~~one share of ~~the shares sold in~~ our ~~initial~~common ~~public~~stock, ~~offering~~$0.0001 Wepar ~~believe~~value ~~the~~per ~~restriction~~share ~~described~~(the ~~above~~“Public ~~will discourage stockholders from accumulating large blocks of shares~~Shares”), and ~~subsequent~~one-half ~~attempts~~of byone ~~such~~warrant ~~holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to~~ (the ~~then-current~~“Public ~~market price or on other undesirable terms~~Warrants”). ~~Absent~~Each ~~this~~whole ~~provision,~~Public aWarrant ~~public~~entitled ~~stockholder holding more than an aggregate of 20% of~~ the ~~shares~~holder ~~sold in our initial public offering could threaten~~ to ~~exercise~~purchase ~~its~~one share ~~redemption~~of ~~rights~~common ~~against~~stock ~~a business combination if such holder’s shares are not purchased by us or our management~~ at a ~~premium to the then-current market~~ price orof on$11.50 ~~other~~per ~~undesirable terms~~share. ByThe ~~limiting~~Public ~~our~~Warrants ~~stockholders’~~were ~~ability~~subsequently toamended, ~~redeem~~as todescribed nobelow. ~~more~~The ~~than~~Public Units ~~20%~~were ~~of the shares~~ sold inat ~~our~~an ~~initial public~~ offering, weprice ~~believe we will limit the ability~~ of a$10.00 ~~small~~per ~~group~~Public ~~of stockholders to unreasonably attempt to block our ability to complete our business combination~~Unit, ~~particularly~~generating intotal ~~connection~~gross ~~with~~proceeds ~~a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount~~ of ~~cash. However~~$240, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in our initial public offering) for or against our initial business combination000,000.

~~Redemption~~Prior to the consummation of our initial public offering, on August 1, 2014, AR Capital, LLC (“AR Capital”) purchased 8,625,000 shares of our common stock (the “Founder Shares”) for $25,000, or approximately $0.003 per share. The Founder Shares are identical to the common stock included in the Public Units except that the Founder Shares are subject to certain transfer restrictions, as described in more detail below. On October 1, 2014, in connection with a reduction in the size of the initial public offering, AR Capital contributed 1,725,000 Founder Shares back to the Company, which we canceled. Also on October 1, 2014, AR Capital entered into a securities assignment agreement, pursuant to which the Sponsor sold 20,000 Founder Shares at their original price to each of David Gong, P. Sue Perrotty and ~~Liquidation~~Dr. ifRobert NoJ. ~~Initial~~Froehlich, ~~Business~~our ~~Combination~~independent directors. On December 4, 2014, as a result of the underwriters' election not to exercise the over-allotment option in connection with our initial public offering, our initial stockholders forfeited an aggregate of 900,000 Founder Shares, consisting of a forfeiture of 2,609 Founder Shares by each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, and a forfeiture of 892,173 Founder Shares by AR Capital. As a result of the forfeiture, AR Capital held 5,947,827 Founder Shares, and each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich held 17,391 Founder Shares, so that there were 6,000,000 Founder Shares outstanding. The number of Founder Shares represented 20% of our issued and outstanding shares following the initial public offering.

Our Sponsor, executive officers and directors have agreed that we will have only 24 months from the closing of our initial public offering to complete our initial business combination. If we are unable to complete our initial business combination within such 24-month period, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our business combination within the 24-month time period. 4

~~Our~~Simultaneously with the consummation of our initial ~~stockholders~~public ~~have~~offering, ~~entered~~we ~~into~~consummated ~~letter~~the ~~agreements~~private sale of 6,550,000 warrants (the “Private Placement Warrants” and together with usthe Public Warrants, ~~pursuant~~the “Warrants”), each exercisable to ~~which~~purchase ~~they~~one ~~have~~share ~~waived~~of ~~their~~our ~~rights~~common stock at $11.50 per share, to ~~liquidating~~AR ~~distributions~~Capital ~~from~~at a price of $1.00 per warrant, generating gross proceeds of $6,550,000. After deducting the underwriting ~~Trust~~discounts ~~Account~~and ~~with~~commissions ~~respect~~(excluding tothe ~~their~~deferred ~~Founder~~portion ~~Shares~~of if$8,400,000 wein ~~fail~~underwriting commissions and advisory fees, which amount was to ~~complete~~be ~~our~~payable if an initial business combination ~~within~~was 24consummated) ~~months~~and ~~from~~the estimated offering expenses, the ~~closing~~total net ofproceeds from our initial public offering. ~~However~~and the Private Placement Warrants was approximately $241,000,000, ifof ~~our~~which ~~initial~~$240,000,000 (or ~~stockholders~~approximately ~~acquire~~$10 per Public ~~Shares~~Unit) ~~after~~was ~~our~~placed ~~initial~~in ~~public~~a ~~offering,~~trust ~~they~~account ~~will~~with beContinental ~~entitled~~Stock toTransfer ~~liquidating~~& ~~distributions~~Company ~~from~~acting as trustee (the “Trust Account”). ~~with~~The ~~respect~~trust proceeds are invested in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company Act”), having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Our amended and restated certificate of incorporation provides that, other than the withdrawal of interest to ~~such~~pay income taxes and franchise taxes, none of the funds held in trust will be released until the earlier of (i) the completion of our initial business combination and (ii) the redemption of 100% of the Public ~~Shares~~Units if we ~~fail~~are unable to complete ~~our~~an initial business combination ~~within~~by (a) October 1, 2017 or (b) if prior to October 1, 2017, the ~~allotted~~Company ~~24-month~~publicly ~~time~~discloses ~~frame~~that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017. As of December 31, 2016 and December 31, 2015, there were $25,072,751 and $240,018,972, respectively, in investments held in the Trust Account and $200,003 and $700,873, respectively, held outside the Trust Account available for working capital purposes.

~~The~~On ~~underwriters~~September ~~have~~16, ~~agreed~~2016, we toentered ~~waive~~into ~~their~~an ~~rights~~agreement to(the ~~their~~“Transfer ~~deferred~~Agreement”) ~~underwriting~~with ~~commission~~AR ~~held~~Capital inand ~~the~~our ~~Trust~~Sponsor, ~~Account~~pursuant into ~~the~~which ~~event~~our weSponsor agreed doto ~~not~~purchase ~~complete~~from ~~our~~AR ~~initial~~Capital ~~business~~(i) ~~combination~~5,947,827 ~~within~~Founder 24Shares ~~months~~and ~~from~~(ii) ~~the~~6,550,000 ~~closing~~Private ofPlacement ~~our~~Warrants, ~~initial~~in ~~public~~exchange ~~offering~~for (a) $10.00 ~~Prior~~cash to ~~our~~be ~~termination~~paid ~~for~~at ~~cause~~the closing of the ~~agreement~~transactions ~~with~~contemplated ~~RCS,~~by ~~RCS~~the ~~would~~Transfer ~~not~~Agreement ~~have~~and ~~been~~(b) ~~entitled~~an toadditional ~~receive~~amount of ~~its~~cash ~~advisory~~upon ~~fee in~~ the ~~event~~Company’s weclosing doof ~~not~~an ~~complete our~~ initial business combination ~~within~~equal 24to ~~months~~2.5% ~~from~~of the ~~closing~~amount of ~~our~~cash ~~initial~~held ~~public~~in ~~offering.~~the Company’s Trust Account, up to a maximum of $2,500,000.

~~Our~~The ~~Sponsor~~Company held a special meeting of stockholders (the “Special Meeting of Stockholders”) and a special meeting of public warrant holders (the “Special Meeting of Public Warrant Holders”) on October 6, ~~executive~~2016. ~~officers~~On October 7, 2016, following the approval of proposals at the Special Meeting of Stockholders and ~~directors~~Special ~~have~~Meeting ~~agreed~~of Public Warrant Holders, the transactions contemplated by the Transfer Agreement closed (the “Closing”). In connection with the Closing, the Company (i) entered into a letter agreement with our Sponsor, pursuant to which our Sponsor will be, subject to certain exceptions and limitations, liable to the Company if and to the extent any claims by a ~~written~~vendor for services rendered (other than the Company’s independent registered public accounting firm) or products sold to the Company, or a prospective target business with which the Company has entered into an acquisition agreement, reduce the amount of funds in the Trust Account, (ii) amended the letter agreement among the Company, AR Capital, Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca and Yoav Wiegenfeld, pursuant to which the insider letter agreement among the foregoing parties entered into in connection with usthe initial public offering was terminated with respect to AR Capital, Mr. Schorsch, Mr. Radesca and Mr. Kahane, (iii) amended the Investment Management Trust Agreement, dated as of October 1, 2014, by and between the Company and Continental Stock Transfer & Trust Company, with Continental Stock Transfer & Trust Company serving as trustee, to extend the date by which the trustee must commence liquidating the Trust Account if the Company has not consummated a business combination (the “Termination Date”) from October 7, 2016 (the “Current Termination Date”) to (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that ~~they~~an extension past October 1, 2017 will not ~~propose~~prevent ~~any~~the ~~amendment~~Company tofrom ~~our~~maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 (the “Extended Termination Date”), (iv) amended the warrant agreement, dated as of October 1, 2014, between the Company and ~~restated~~Continental ~~certificate~~Stock Transfer & Trust Company, providing for the conversion of ~~incorporation~~all ~~that~~of ~~would~~the ~~affect~~12,000,000 outstanding public warrants into the ~~substance~~right to receive $0.15 per public warrant, payable in cash or ~~timing~~shares of common stock (valued at $10.00 per share), at the discretion of the Company, automatically upon the consummation of an initial business combination, and to increase the exercise price of the Private Placement Warrants from $11.50 to $12.50 (subject to further adjustment as provided therein), (v) amended the Compensation Reimbursement Agreement, dated October 1, 2014, between AR Capital and the Company providing for its termination effective as of the Closing, (vi) entered into a joinder to the Registration Rights Agreement, dated October 1, 2014 among the Company, AR Capital and the Company’s independent directors, pursuant to which our Sponsor became a party to such agreement, (vii) entered into an escrow letter agreement, pursuant to which our Sponsor agreed to be bound by the terms of the securities escrow agreement that was entered into by AR Capital, the Company, the Company’s independent directors and Continental Stock Transfer & Trust Company in connection with the initial public offering.

~~Table~~At the Special Meeting of ~~Contents~~Stockholders, holders of 21,493,889 public shares elected to exercise their redemption rights, which resulted in 2,506,111 public shares remaining outstanding following the Special Meeting of Stockholders. At the Closing, our Sponsor owned 85.8% of the Company’s outstanding common stock, consisting of (i) 5,947,827 Founder Shares acquired from AR Capital and (ii) 1,350,000 public shares that our Sponsor purchased from stockholders. In connection with the Closing, our Sponsor agreed to lend the Company on January 1, 2017 and on the first business day of each of the following three fiscal quarters commencing thereafter (or, if the Extended Termination Date is October 1, 2017, the following two fiscal quarters commencing thereafter) approximately $125,300 (the “Trust Loans”), which amounts will be deposited in the Trust Account. Our Sponsor has also agreed to lend the Company up to $2 million for working capital and other expenses (together with the Trust Loans, the “Loans”). The Loans will be non-interest bearing and repayable by us to our Sponsor upon consummation of an initial business combination.

~~our~~Also, ~~obligation~~effective ~~to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from~~ upon the ~~closing of our initial public offering~~Closing, ~~unless~~Andrew weAxelrod ~~provide~~was ~~our~~appointed ~~public~~as ~~stockholders~~Chief ~~with~~Executive ~~the~~Officer ~~opportunity~~and toExecutive ~~redeem~~Chairman ~~their shares~~ of ~~common~~the ~~stock~~Board ~~upon approval~~ of ~~such amendment at a per-share price~~Directors, ~~payable~~Lionel inBenichou was ~~cash,~~appointed ~~equal~~as toChief ~~the~~Financial ~~aggregate amount then on deposit in the Trust Account~~Officer, ~~including~~Nicholas ~~interest~~S. ~~earned~~Schorsch ~~on the funds held in the Trust Account~~ and ~~not~~William ~~previously~~Kahane ~~released~~each toresigned usfrom totheir ~~pay~~positions ~~our~~as ~~franchise~~ officers and ~~income~~directors ~~taxes,~~and ~~divided~~Nicholas byRadesca ~~the~~resigned ~~number~~as ofChief ~~then~~Financial ~~outstanding~~Officer ~~Public~~of ~~Shares. However, we may not redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to~~ the ~~SEC’s “penny stock” rules)~~Company.

~~Competition~~On October 7, 2016, the Company filed an amendment to its amended and restated certificate of incorporation with the Secretary of State of the State of Delaware to extend the Termination Date from the Current Termination Date to the Extended Termination Date and to change the Company’s name from “AR Capital Acquisition Corp.” to “Axar Acquisition Corp.” Also on October 7, 2016, and following approval of the proposals at the Special Meeting of Stockholders and Special Meeting of Public Warrant Holders, the Company’s Board of Directors declared a dividend on the Company’s common stock consisting of one-half of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of common stock of the Company at $12.50 per share (each a “New Warrant”).

InOn ~~identifying,~~November ~~evaluating and selecting a target business for our initial business combination~~10, ~~we may encounter intense competition from other entities having a business objective similar to ours~~2016, the ~~including~~Audit ~~other~~Committee ~~blank~~of ~~check~~the ~~companies,~~Board ~~private equity groups and leveraged buyout funds, and operating businesses seeking strategic acquisitions. Many~~ of ~~these~~Directors ~~entities are well established and have extensive experience identifying and effecting business combinations directly or through affiliates. Moreover, many~~ of ~~these~~the ~~competitors~~Company ~~possess~~engaged ~~greater financial~~WithumSmith+Brown, ~~technical,~~PC ~~human~~as ~~and other resources than us. Our ability to acquire larger target businesses will be limited by our available financial resources. This inherent limitation gives others an advantage in pursuing~~ the ~~acquisition~~Company’s ofindependent aregistered public ~~target~~accounting ~~business. Furthermore~~firm, ~~our~~effective obligation to pay cash in connection with our public stockholders who exercise their redemption rights may reduce the resources available to us for our initial business combination and our outstanding Warrantsimmediately, and ~~the~~dismissed ~~future dilution they potentially represent~~KPMG, ~~may~~LLP ~~not~~as bethe ~~viewed~~Company’s ~~favorably~~independent byregistered ~~certain~~public ~~target businesses~~accounting firm. ~~Either of these factors may place us at a competitive disadvantage in successfully negotiating an initial business combination.~~

~~Employees~~On December 14, 2016, at the Company’s 2016 annual meeting of stockholders, the Company’s stockholders approved an amendment to the Company’s amended and restated certificate of incorporation to decrease the number of authorized shares of the Company’s common stock from 400,000,000 to 19,000,000 shares, re-elected David Gong and P. Sue Perrotty as Class II directors to serve until the 2019 annual meeting of stockholders and until his or her successor has been duly elected and qualified, and ratified the appointment of WithumSmith+Brown as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2016.

We currently have three executive officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process. We do not intend to have more than three officers prior to the consummation of our initial business combination. 6

~~Available~~Effecting ~~Information~~our Initial Business Combination

We are required to file Annual Reports on form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events (e.g. changes in corporate control, acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Form on Form 8-K. The public may read and copy the materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports, proxy and information statement and other information regarding issuers that file electronically with the SEC. The SEC's internet website is located at http://www.sec.gov.General

~~Item~~Other 1Athan searching for and evaluating potential target companies, we are not presently engaged in, and we will not engage in, any operations for an indefinite period of time. ~~Risk~~We ~~Factors~~intend to effect our initial business combination using cash from proceeds of our initial public offering and the Private Placement Warrants, our capital stock, debt or a combination of these as the consideration to be paid in our initial business combination. We may seek to complete our initial combination with a company or business that may be financially unstable or in its early stages of development or growth, which would subject us to the numerous risks inherent in such companies and businesses.

AnIf ~~investment in~~ our ~~securities~~initial ~~involves~~business acombination ~~high~~is ~~degree~~paid for ofusing ~~risk.~~stock ~~You~~or ~~should~~debt ~~consider~~securities, ~~carefully~~or not all of the ~~risks~~funds ~~described~~released ~~below,~~from ~~together~~the ~~with~~Trust ~~the~~Account ~~other~~are ~~information~~used ~~contained~~for payment of the consideration in ~~this~~connection ~~Report,~~with ~~before~~our ~~making~~business acombination ~~decision~~or toused ~~invest~~for inredemptions of purchases of our ~~securities.~~common Ifstock, ~~any~~we may apply the balance of the ~~following~~cash ~~events~~released ~~occur,~~to ~~our~~us ~~business,~~from ~~financial~~the ~~condition~~Trust ~~and~~Account ~~operating~~for ~~results~~general ~~may~~corporate bepurposes, ~~materially~~including ~~adversely~~for ~~affected.~~maintenance Inor ~~that~~expansion ~~event,~~of operations of the ~~trading~~post-transaction ~~price~~company, the payment of ~~our~~principal ~~securities~~or ~~could~~interest ~~decline,~~due ~~and~~on ~~you~~indebtedness ~~could~~incurred ~~lose~~in ~~all~~completing orour ~~part~~initial business combination, to fund the purchase of ~~your~~other ~~investment~~companies or for working capital.

WeSelecting ~~are~~ a ~~blank~~Target ~~check~~Business ~~company with no operating history~~ and noStructuring ~~revenues, and you have no basis on which to evaluate~~ our ~~ability~~Initial Business ~~to achieve our business objective.~~Combination

WeOur ~~are~~initial abusiness ~~blank~~combination ~~check~~must ~~company~~ occur with noone ~~operating~~or ~~history.~~more ~~Because~~target webusinesses ~~lack~~that together have an ~~operating~~aggregate ~~history~~fair market value of at least 80% of our assets held in the Trust Account (excluding the deferred underwriting commissions, ~~you~~advisory ~~have~~fees noand ~~basis~~taxes ~~upon~~payable ~~which~~on tothe ~~evaluate~~income ~~our~~earned ~~ability~~on tothe ~~achieve~~Trust Account) ~~our~~at ~~business~~the ~~objective~~time of ~~completing~~the ~~our~~agreement to enter into the initial business combination. ~~with~~The fair market value of the target or targets will be determined by our board of directors based upon one or more ~~target~~standards generally accepted by the financial community, such as discounted cash flow valuation or value of comparable businesses. If our board is not able to independently determine the fair market value of the target business or businesses, we ~~fail~~will obtain an opinion from an independent investment banking firm that is a member of FINRA with respect to ~~complete~~the satisfaction of such criteria. Subject to this requirement, our ~~business~~management ~~combination~~will have virtually unrestricted flexibility in identifying and selecting one or more prospective target businesses, although we will ~~never~~not ~~generate~~be ~~any~~permitted to ~~operating~~effectuate ~~revenues~~our initial business combination with another blank check company or a similar company with nominal operations.

~~Our~~In ~~public~~any ~~stockholders~~case, ~~may~~we ~~not~~will beonly ~~afforded~~complete an ~~opportunity~~initial business combination in which we own or acquire 50% or more of the outstanding voting securities of the target or otherwise acquire a controlling interest in the target sufficient for it not to ~~vote~~be onrequired ~~our~~to ~~proposed~~register ~~business~~as ~~combination,~~an ~~which~~investment ~~means~~company under the Investment Company Act. If we ~~may~~own ~~complete~~or ~~our~~acquire ~~initial~~less ~~business~~than ~~combination~~100% ~~even~~of ~~though~~the aequity ~~majority~~interests or assets of ~~our~~a ~~public~~target ~~stockholders~~business door ~~not~~businesses, ~~support~~the portion of such abusiness ~~combination~~or businesses that are owned or acquired by the post-transaction company is what will be valued for purposes of the 80% of net assets test.

WeTo ~~may~~the ~~not~~extent ~~hold~~we aeffect ~~stockholder~~our ~~vote~~initial ~~before~~business combination wewith ~~complete~~a ~~our~~company ~~initial~~or business ~~combination~~that ~~unless~~may ~~the~~be ~~business~~financially ~~combination~~unstable ~~would~~or ~~require~~in ~~stockholder~~its ~~approval~~early ~~under~~stages ~~applicable~~of ~~law~~development or ~~stock~~growth ~~exchange~~we ~~listing~~may be ~~requirements~~affected by numerous risks inherent in such company or ifbusiness. weAlthough ~~decide~~our management will endeavor to ~~hold~~evaluate the risks inherent in a particular target business, we cannot assure you that we will properly ascertain or assess all significant risk factors.

5In evaluating a prospective target business, we expect to conduct a due diligence review, which will include, as applicable, meetings with incumbent management and employees, document reviews, interviews of customers and suppliers, inspection of facilities, as well as a review of financial and other information that will be made available to us.

~~Table~~The time required to select and evaluate a target business and to structure and complete our initial business combination, and the costs associated with this process, are not currently ascertainable with any degree of ~~Contents~~certainty. Any costs incurred with respect to the identification and evaluation of a prospective target business with which our business combination is not ultimately completed will result in our incurring losses and will reduce the funds we can use to complete another business combination. We will not pay any finders or consulting fees to members of our management team, or any of their respective affiliates, for services rendered to or in connection with our business combination.

stockholder vote for business or other legal reasons. Accordingly, we may complete our initial business combination even if holders of a majority of our Public Shares do not approve of the business combination we complete. 7

IfRedemption weRights ~~seek~~for ~~stockholder~~Public ~~approval~~Stockholders ofupon ~~our initial business combination, our initial stockholders have agreed to vote in favor~~ Completion of ~~such initial business combination, regardless of how~~ our ~~public~~Initial ~~stockholders~~Business ~~vote.~~Combination

~~Unlike~~We ~~many~~will ~~other~~provide ~~blank~~our ~~check~~stockholders ~~companies~~with inthe opportunity ~~which~~to ~~the~~redeem ~~initial~~all ~~stockholders~~or ~~agree~~a toportion ~~vote~~of their ~~Founder~~Public Shares upon the completion of our initial business combination at a per-share price, payable in ~~accordance~~cash, ~~with~~equal to the ~~majority~~aggregate ofamount ~~the~~then ~~votes~~on ~~cast~~deposit byin the ~~public~~Trust ~~stockholders~~Account inas ~~connection~~of ~~with~~two anbusiness days prior to the consummation of our initial business combination, ~~our~~including ~~initial~~interest ~~stockholders~~earned ~~have~~on ~~agreed~~the funds held in the Trust Account and not previously released to ~~vote~~us ~~their~~to ~~Founder~~pay ~~Shares~~our franchise and income taxes, asdivided ~~well~~by asthe ~~any~~number of then outstanding Public Shares, ~~purchased~~subject ~~during~~to orthe ~~after~~limitations described ~~our~~herein. ~~initial~~The ~~public~~amount ~~offering~~in the Trust Account is initially anticipated to be $10.00 per Public Share, plus the pro rata amount of the Trust Loans deposited in ~~favor~~the Trust Account at the time of our initial business combination or liquidation. ~~Our~~The ~~initial~~per-share amount ~~stockholders~~we ~~own~~will ~~20%~~distribute ofto ~~our~~investors ~~outstanding~~who properly redeem their shares ofwill ~~common~~not ~~stock.~~be ~~Accordingly,~~reduced ifby the deferred underwriting commissions we ~~seek~~will ~~stockholder~~pay ~~approval~~to the underwriters. There will be no redemption rights upon the completion of our initial business combination, itwith respect isto ~~more~~our ~~likely~~Warrants. ~~that~~Our ~~the~~Sponsor ~~necessary~~and ~~stockholder~~independent ~~approval~~directors ~~will~~have beentered ~~received~~into ~~than~~letter ~~would~~agreements bewith ~~the~~us, ~~case~~pursuant ifto ~~our~~which ~~initial~~they have ~~stockholders~~ agreed to ~~vote~~waive their redemption rights with respect to their Founder Shares inand ~~accordance~~any ~~with~~Public ~~the~~Shares ~~majority~~they ofmay ~~the~~acquire ~~votes~~during or ~~cast~~after by our initial public ~~stockholders~~offering in connection with the completion of our business combination.

~~Your~~Manner ~~only opportunity to affect the investment decision regarding a potential business combination will be limited to the exercise~~ of ~~your~~Conducting ~~right to redeem your shares from us for cash, unless we seek stockholder approval of the business combination.~~Redemptions

AtWe will provide our stockholders with the opportunity ~~time~~to redeem all or a portion of ~~your~~their ~~investment~~Public inShares ~~us,~~upon ~~you~~the ~~will~~completion ~~not~~of beour ~~provided~~initial business combination either (i) in connection with ana ~~opportunity~~stockholder meeting called to ~~evaluate~~approve the ~~specific~~initial ~~merits~~business combination or ~~risks~~(ii) ofby ~~one~~means orof ~~more~~a ~~target~~tender ~~businesses~~offer. The ~~Since~~decision ~~our~~as ~~board~~to ofwhether ~~directors~~we ~~may~~will ~~decide~~seek tostockholder ~~complete~~approval of a proposed business combination ~~without~~or ~~seeking~~conduct ~~stockholder~~a ~~approval,~~tender ~~public~~offer ~~stockholders~~will be ~~may~~made ~~not~~by ~~have~~us, ~~the~~solely ~~right~~in orour ~~opportunity~~discretion, toand ~~vote~~will be based on a variety of factors such as the ~~business~~timing ~~combination,~~of ~~unless~~the wetransaction ~~seek~~and ~~such~~whether the ~~stockholder~~terms ~~approval.~~of ~~Accordingly,~~the iftransaction wewould dorequire ~~not~~us to seek stockholder approval, ~~your~~by ~~only~~law ~~opportunity~~or tostock ~~affect~~exchange ~~the~~listing ~~investment~~requirements. ~~decision~~Asset acquisitions ~~regarding~~and astock ~~potential~~purchases ~~business~~would ~~combination~~not ~~may~~typically berequire ~~limited~~stockholder toapproval ~~exercising~~while ~~your~~direct ~~redemption~~mergers ~~rights~~with ~~within~~our ~~the~~Company ~~period~~where ofwe do ~~time~~not ~~(which~~survive ~~will~~and beany attransactions ~~least~~where 20we ~~business~~issue ~~days)~~more ~~set~~than ~~forth~~20% inof our ~~tender~~outstanding ~~offer~~common ~~documents~~stock ~~mailed~~or seek to amend our ~~public~~amended ~~stockholders~~and restated incertificate ~~which~~of weincorporation ~~describe~~would ~~our~~require ~~initial~~stockholder ~~business combination~~approval.

~~The~~If ~~ability~~a ofstockholder ~~our~~vote ~~public~~is ~~stockholders~~not torequired and ~~redeem~~we ~~their~~do ~~shares~~not ~~for~~decide ~~cash~~to ~~may~~hold ~~make~~a ~~our~~stockholder ~~financial~~vote ~~condition~~for ~~unattractive~~business toor ~~potential~~other ~~business~~legal ~~combination targets~~reasons, ~~which~~we ~~may~~will, ~~make~~pursuant ~~it difficult for us~~ to ~~enter~~our ~~into~~amended aand ~~business~~restated certificate ~~combination~~of ~~with a target.~~incorporation:

We• ~~may~~conduct ~~seek~~the toredemptions ~~enter~~pursuant into a business combination transaction agreement with a prospective target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. If too many public stockholders exercise their redemption rights, we would not be able to ~~meet~~Rule ~~such~~13e-4 ~~closing condition~~ and, asRegulation a14E ~~result,~~of ~~would not be able to proceed with~~ the ~~business~~Securities ~~combination.~~Exchange ~~Furthermore,~~Act inof no1934 ~~event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001~~ (~~so that we are not subject to~~ the ~~SEC’s~~ “~~penny~~Exchange ~~stock~~Act” ~~rules~~)~~. Consequently~~, ifwhich ~~accepting~~regulate ~~all~~issuer ~~properly~~tender ~~submitted redemption requests would cause our net tangible assets to be less than $5~~offers,~~000,001~~ ~~or such greater amount necessary to satisfy a closing condition as described above, we would not proceed with such redemption~~ and the related business combination and may instead search for an alternate business combination. Prospective targets will be aware of these risks and, thus, may be reluctant to enter into a business combination transaction with us.

~~The~~• ~~ability~~file oftender ~~our~~offer ~~public~~documents ~~stockholders~~with tothe ~~exercise~~SEC ~~redemption~~prior ~~rights~~to ~~with~~completing ~~respect~~our toinitial abusiness ~~large~~combination ~~number~~which ofcontain ~~our~~substantially ~~shares~~the ~~may~~same ~~not~~financial ~~allow~~and usother toinformation ~~complete~~about the ~~most~~initial ~~desirable~~ business combination orand ~~optimize~~the ~~our~~redemption ~~capital~~rights ~~structure~~as is required under Regulation 14A of the Exchange Act, which regulates the solicitation of proxies.

At the time we enter into an agreement for our initial business combination, we will not know how many stockholders may exercise their redemption rights, and therefore will need to structure the transaction based on our expectations as to the number of shares that will be submitted for redemption. If our business combination agreement requires us to use a portion of the cash in the Trust Account to pay the purchase price, or requires us to have a minimum amount of cash at closing, we will need to reserve a portion of the cash in the Trust Account to meet such requirements, or arrange for third party financing. In addition, if a larger number of shares are submitted for redemption than we initially expected, we may need to restructure the transaction to reserve a greater portion of the cash in the Trust Account or arrange for third party financing. Raising additional third party financing may involve dilutive equity issuances or the incurrence of indebtedness at higher than desirable levels. The above considerations may limit our ability to complete the most desirable business combination available to us or optimize our capital structure.8

6Upon the public announcement of our business combination, if we elect to conduct redemptions pursuant to the tender offer rules, we or our Sponsor will terminate any plan established in accordance with Rule 10b5-1 to purchase shares of our common stock in the open market, in order to comply with Rule 14e-5 under the Exchange Act.

~~Table~~In the event we conduct redemptions pursuant to the tender offer rules, our offer to redeem will remain open for at least 20 business days, in accordance with Rule 14e-1(a) under the Exchange Act, and we will not be permitted to complete our initial business combination until the expiration of ~~Contents~~the tender offer period. In addition, the tender offer will be conditioned on public stockholders not tendering more than a specified number of Public Shares, which number will be based on the requirement that we may not redeem Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (so that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the agreement relating to our initial business combination. If public stockholders tender more shares than we have offered to purchase, we will withdraw the tender offer and not complete the initial business combination.

~~The~~If, ~~ability~~however, ofstockholder ~~our~~approval ~~public stockholders to exercise redemption rights with respect to a large number~~ of ~~our shares could increase~~ the ~~probability~~transaction ~~that~~is ~~our~~required ~~initial~~by ~~business~~law ~~combination~~or ~~would~~stock beexchange ~~unsuccessful~~listing ~~and~~requirements, ~~that~~or ~~you~~we ~~would~~decide ~~have~~ to ~~wait~~obtain ~~for~~stockholder ~~liquidation~~approval infor ~~order~~business or toother ~~redeem~~legal ~~your~~reasons, ~~stock.~~we will:

If• ~~our~~conduct ~~business combination agreement requires us to use a portion of~~ the ~~cash~~redemptions in ~~the~~conjunction ~~Trust~~with ~~Account~~a toproxy ~~pay~~solicitation ~~the~~pursuant ~~purchase price, or requires us~~ to ~~have~~Regulation a14A ~~minimum amount~~ of ~~cash at closing,~~ the ~~probability~~Exchange ~~that our initial business combination would be unsuccessful is increased. If our initial business combination is unsuccessful~~Act, ~~you~~which ~~would~~regulates ~~not receive your pro rata portion of~~ the ~~Trust~~solicitation ~~Account until we liquidate the Trust Account. If you are in need~~ of ~~immediate liquidity~~proxies, ~~you~~and ~~could~~not ~~attempt~~pursuant to ~~sell your stock in~~ the ~~open~~tender ~~market;~~offer ~~however~~rules, at such time our stock may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with our redemption until we liquidate or you are able to sell your stock in the open market.and

~~The~~• ~~requirement~~file ~~that~~proxy wematerials ~~complete~~with ~~our initial business combination within~~ the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our stockholdersSEC.

~~Any~~If ~~potential~~we ~~target~~seek ~~business~~stockholder ~~with~~approval, ~~which~~ we will ~~enter~~complete ~~into~~our ~~negotiations~~initial ~~concerning~~business combination only if a ~~business~~majority ~~combination~~of ~~will~~the beoutstanding ~~aware~~shares ~~that~~of wecommon ~~must~~stock ~~complete~~voted ~~our~~are ~~initial~~voted in favor of the business combination. ~~within~~In 24such ~~months~~case, ~~from~~our ~~the~~Sponsor ~~closing~~and ofindependent directors have agreed to vote their Founder Shares and any Public Shares purchased during or after our initial public offering. ~~Consequently,~~in ~~such~~favor ~~target~~of our initial business ~~may~~combination. ~~obtain~~For ~~leverage~~purposes of ~~over~~seeking usapproval inof ~~negotiating~~the amajority ~~business~~of ~~combination~~our outstanding shares of common stock voted, ~~knowing~~non-votes ~~that~~will ifhave weno doeffect ~~not~~on ~~complete~~the approval of our initial business combination ~~with~~once ~~that~~a ~~particular~~quorum ~~target~~is ~~business,~~obtained. weWe ~~may~~intend beto ~~unable~~give toapproximately ~~complete~~30 ~~our~~days ~~initial~~(but ~~business~~not ~~combination~~less ~~with~~than 10 days nor more than 60 days) prior written notice of any ~~target~~such ~~business.~~meeting, ~~This~~if ~~risk~~required, ~~will~~at ~~increase~~which asa wevote ~~get~~shall ~~closer~~be taken to ~~the~~approve ~~timeframe~~our ~~described~~initial business ~~above~~combination. InEach ~~addition,~~public westockholder may ~~have~~elect ~~limited~~to ~~time~~redeem totheir ~~conduct~~Public ~~due~~Shares ~~diligence~~irrespective ~~and~~of ~~may~~whether ~~enter~~they ~~into~~vote ~~our~~for ~~initial~~or against the proposed business combination, onprovided ~~terms~~ that wea ~~would~~public ~~have~~stockholder ~~rejected~~must ~~upon~~in fact vote for or against a ~~more~~proposed ~~comprehensive~~business combination ~~investigation~~in order to have his, her or its shares of common stock redeemed.

We may ~~not~~require beour ~~able~~public stockholders seeking to ~~complete~~exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either (a) tender their certificates to our ~~initial~~transfer ~~business~~agent ~~combination~~or ~~within~~(b) deliver their shares to the ~~prescribed~~transfer ~~time~~agent ~~frame~~electronically, in ~~which~~each case weprior ~~would~~to ~~cease~~the ~~all~~date ~~operations~~set ~~except~~forth ~~for~~in the ~~purpose~~tender ofoffer ~~winding~~documents or proxy materials mailed to such holders, or up ~~and~~to wetwo business ~~would~~days ~~redeem~~prior ~~our~~to ~~Public~~the ~~Shares~~vote ~~and~~on ~~liquidate~~the proposal to approve the ~~Trust~~business ~~Account,~~combination in ~~which~~the ~~case~~event we distribute proxy materials. We believe that this will allow our transfer agent to efficiently process any redemptions without the need for further communication or action from the redeeming public stockholders, ~~may~~which ~~only~~could ~~receive~~delay ~~$10~~redemptions and result in additional administrative cost.00 ~~per~~If the ~~share,~~proposed business combination is not approved and ~~our~~we ~~Warrants~~continue to search for a target company, we will ~~expire~~promptly ~~worthless~~return any certificates delivered, or shares tendered electronically, by public stockholders who elected to redeem their shares.

Our ~~Sponsor,~~amended ~~executive officers~~ and ~~directors~~restated ~~have~~certificate ~~agreed~~of incorporation provides that wein ~~must~~no ~~complete~~event ~~our~~will ~~initial~~we ~~business~~redeem ~~combination within 24 months from the closing of~~ our ~~initial~~Public ~~public~~Shares ~~offering.~~in Wean ~~may~~amount ~~not~~that bewould ~~able~~cause ~~to find a suitable target business and complete~~ our ~~initial~~net ~~business~~tangible ~~combination~~assets to ~~within~~be ~~such~~less ~~time~~than ~~period.~~$5,000,001 If(so that we ~~have~~are not ~~completed~~subject ~~our~~to ~~initial~~the ~~business~~SEC’s ~~combination~~“penny ~~within~~stock” ~~such time period, we will: (i~~rules) ~~cease~~or ~~all~~any ~~operations~~greater ~~except~~net ~~for~~tangible asset ~~the~~or ~~purpose~~cash ofrequirement ~~winding~~that ~~up,~~may ~~(ii)~~be ascontained ~~promptly~~in asthe ~~reasonably~~agreement ~~possible~~relating ~~but~~to ~~not~~our ~~more~~initial ~~than ten~~ business ~~days~~combination. ~~thereafter~~For example, ~~redeem~~ the proposed ~~Public~~business ~~Shares,~~combination atmay arequire: ~~per-share~~(i) ~~price, payable in~~ cash, ~~equal~~consideration to ~~the~~be ~~aggregate~~paid ~~amount~~to ~~then on deposit in~~ the ~~Trust~~target ~~Account~~or ~~including~~its ~~interest~~owners, ~~earned~~(ii) oncash ~~the~~to ~~funds~~be ~~held~~transferred to in the ~~Trust~~target ~~Account~~for ~~and~~working ~~not~~capital ~~previously~~or ~~released~~other togeneral uscorporate topurposes ~~pay~~or ~~our franchise and income taxes~~ (~~less~~iii) upthe toretention ~~$100,000~~ of ~~interest~~cash to ~~pay~~satisfy ~~dissolution~~other ~~expenses),~~conditions in ~~divided~~accordance bywith the ~~number~~terms of ~~then~~the ~~outstanding~~proposed ~~Public~~business ~~Shares,~~combination. ~~which~~In ~~redemption~~the ~~will~~event ~~completely~~the ~~extinguish~~aggregate ~~public~~cash ~~stockholders’~~consideration ~~rights~~we aswould ~~stockholders~~be ~~(including the right~~ required to ~~receive~~pay ~~further~~for ~~liquidation~~all ~~distributions,~~shares ifof ~~any),~~common ~~subject~~stock tothat ~~applicable~~are ~~law,~~validly ~~and~~submitted ~~(iii)~~for asredemption ~~promptly~~plus asany ~~reasonably~~amount ~~possible~~required ~~following~~to ~~such~~satisfy ~~redemption,~~cash ~~subject~~conditions pursuant to the ~~approval~~terms of ~~our~~the ~~remaining~~proposed ~~stockholders~~business ~~and~~combination ~~our~~exceed ~~board~~the ofaggregate ~~directors,~~amount ~~dissolve~~of ~~and~~cash ~~liquidate,~~available ~~subject in each case~~ to ~~our~~us, ~~obligations~~we ~~under~~will ~~Delaware~~not ~~law~~complete the tobusiness ~~provide~~combination ~~for~~or ~~claims~~redeem ofany ~~creditors~~shares, and ~~the~~all ~~requirements~~shares of ~~other~~common ~~applicable~~stock ~~law.~~submitted Infor ~~such~~redemption ~~case,~~will ~~our~~be ~~public~~returned ~~stockholders~~to ~~may~~the holders ~~only receive $10~~thereof.~~00 per share, and our warrants will expire worthless.~~

If we seek stockholder approval of our initial business combination, our Sponsor, directors, executive officers, advisors and their affiliates may elect to purchase shares from public stockholders, which may influence a vote on a proposed business combination and reduce the public “float” of our common stock.9

IfLimitation weon ~~seek~~Redemption ~~stockholder~~upon ~~approval~~Completion of our ~~initial~~Initial Business ~~business~~Combination ~~combination~~if ~~and~~We weSeek doStockholder not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our Sponsor, directors, executive officers, advisors or their affiliates may purchase shares in privately negotiated transactions or in the open market either prior to or following the completion of our initial business combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of our shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that our Sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to vote such shares in favor of the business combination and thereby increase the likelihood of obtaining stockholder approval of the business combination, or to satisfy a closing condition in an agreement with a target that requires us to have a minimum net worth or a certain amount of cash at the closing of our business Approval

7Notwithstanding the foregoing redemption rights, if we seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the shares sold in our initial public offering. We believe the restriction described above will discourage stockholders from accumulating large blocks of shares, and subsequent attempts by such holders to use their ability to redeem their shares as a means to force us or our management to purchase their shares at a significant premium to the then-current market price or on other undesirable terms. Absent this provision, a public stockholder holding more than an aggregate of 20% of the shares sold in our initial public offering could threaten to exercise its redemption rights against a business combination if such holder’s shares are not purchased by us or our management at a premium to the then-current market price or on other undesirable terms. By limiting our stockholders’ ability to redeem to no more than 20% of the shares sold in our initial public offering, we believe we will limit the ability of a small group of stockholders to unreasonably attempt to block our ability to complete our business combination, particularly in connection with a business combination with a target that requires as a closing condition that we have a minimum net worth or a certain amount of cash. However, we would not be restricting our stockholders’ ability to vote all of their shares (including all shares held by those stockholders that hold more than 20% of the shares sold in our initial public offering) for or against our initial business combination.

~~Table~~Redemption of ~~Contents~~Public Shares and Liquidation if No Initial Business Combination

Our Sponsor, executive officers and directors have agreed that if we are unable to complete our initial business combination by (a) October 1, ~~where~~2017 itor ~~appears~~(b) if prior to October 1, 2017, the Company publicly discloses that ~~such~~an ~~requirement~~extension ~~would~~past ~~otherwise~~October 1, 2017 will not beprevent ~~met.~~the ~~This~~Company ~~may~~from ~~result~~maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, we will: (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the ~~completion~~aggregate amount then on deposit in the Trust Account including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to our Warrants, which will expire worthless if we fail to complete our business combination by (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that ~~may~~an extension past October 1, 2017 will not ~~otherwise~~prevent ~~have~~the ~~been~~Company ~~possible~~from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017.

In addition, if such purchases are made, the public “float” of our common stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to obtain or maintain the quotation, listing or trading of our securities on a national securities exchange.10

IfOur aSponsor ~~stockholder~~and ~~fails~~independent directors have entered into letter agreements with us, pursuant to ~~receive~~which ~~notice~~they ofhave ~~our~~waived ~~offer~~their rights to ~~redeem~~liquidating ~~our~~distributions ~~Public~~from the Trust Account with respect to their Founder Shares inif ~~connection~~we ~~with~~fail to complete our initial business combination by (a) October 1, 2017 or (b) ~~fails~~if prior to ~~comply~~October ~~with~~1, 2017, the ~~procedures~~Company ~~for~~publicly ~~tendering~~discloses ~~its~~that ~~shares,~~an ~~such~~extension ~~shares~~past ~~may~~October 1, 2017 will not beprevent ~~redeemed~~the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017.

~~We will comply with the tender offer rules or proxy rules~~However, asif ~~applicable,~~our ~~when~~Sponsor ~~conducting~~and ~~redemptions~~independent directors inacquire ~~connection~~Public ~~with~~Shares ~~our~~after ~~business combination. Despite~~ our ~~compliance~~initial ~~with~~public ~~these rules~~offering, ifthey awill ~~stockholder~~be ~~fails~~entitled to ~~receive~~liquidating ~~our~~distributions ~~tender~~from ~~offer~~the Trust orAccount ~~proxy~~with ~~materials,~~respect asto ~~applicable,~~ such ~~stockholder~~Public ~~may~~Shares ~~not~~if ~~become~~we ~~aware~~fail ~~of the opportunity~~ to ~~redeem~~complete ~~its~~our ~~shares.~~initial Inbusiness ~~addition,~~combination ~~the~~by ~~tender~~(a) ~~offer~~October ~~documents~~1, 2017 or ~~proxy~~(b) ~~materials,~~if asprior ~~applicable, that we will furnish~~ to ~~holders~~October of1, ~~our~~2017, ~~Public Shares in connection with our initial business combination will describe~~ the ~~various~~Company ~~procedures~~publicly discloses that ~~must~~an beextension ~~complied~~past ~~with~~October in1, ~~order~~2017 towill ~~validly~~not ~~tender~~prevent orthe Company ~~redeem~~from ~~Public~~maintaining ~~Shares. In~~ the ~~event~~listing ~~that~~of aits ~~stockholder~~securities ~~fails~~on toThe ~~comply~~Nasdaq ~~with~~Capital ~~these~~Market, orDecember ~~any other procedures~~31, ~~its shares may not be redeemed~~2017.

~~You~~The ~~will~~underwriters ~~not~~ have ~~any~~agreed to waive their rights orto ~~interests~~their indeferred ~~funds~~underwriting ~~from~~commission held in the Trust Account in the event we do not complete our initial business combination by (a) October 1, ~~except~~2017 ~~under~~or ~~certain~~(b) ~~limited~~if ~~circumstances.~~prior Toto ~~liquidate~~October ~~your~~1, ~~investment~~2017, ~~therefore~~the Company publicly discloses that an extension past October 1, ~~you~~2017 ~~may~~will benot ~~forced~~prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017. Prior to ~~sell~~our ~~your~~termination ~~Public~~for ~~Shares~~cause orof ~~warrants~~the agreement with RCS, ~~potentially~~RCS atwould not have been entitled to receive its advisory fee in the event we do not complete our initial business combination by (a) ~~loss~~October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017.

Our ~~public~~Sponsor, ~~stockholders~~executive ~~will~~officers beand ~~entitled~~directors have toagreed, ~~receive~~pursuant ~~funds from the Trust Account only upon the earliest~~ to ~~occur~~a ~~of:~~written ~~(i)~~agreement ~~our~~with ~~completion of an initial business combination~~us, ~~and then only in connection with those shares of our common stock~~ that ~~such~~they ~~stockholder~~will ~~properly~~not ~~elected~~propose toany ~~redeem,~~amendment ~~subject~~ to ~~the limitations described herein, (ii) a stockholder vote to amend~~ our amended and restated certificate of incorporation tothat ~~modify~~would affect the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial business combination ~~within~~by 24(a) ~~months~~October ~~from the closing of our initial public offering~~1, ~~and~~2017 ~~then~~or ~~only~~(b) inif ~~connection~~prior ~~with~~to ~~those~~October ~~shares~~1, ~~of our common stock that such stockholder properly elected to redeem~~2017, ~~and (iii)~~ the ~~redemption~~Company ofpublicly ~~our~~discloses ~~Public~~that an ~~Shares~~extension ifpast weOctober ~~are~~1, ~~unable~~2017 towill ~~complete~~not anprevent ~~initial~~the ~~business~~Company ~~combination within 24 months~~ from maintaining the ~~closing~~listing of ~~our~~its ~~initial~~securities ~~public~~on ~~offering,~~The ~~subject~~Nasdaq toCapital Market, ~~applicable~~December ~~law~~31, ~~and as further described herein. In addition~~2017, ifunless we ~~are~~provide ~~unable~~our topublic ~~complete~~stockholders anwith ~~initial~~the ~~business~~opportunity ~~combination~~to ~~within~~redeem 24their ~~months~~shares ~~from~~of ~~the~~common ~~closing~~stock upon approval of ~~our~~such ~~initial~~amendment ~~public~~at ~~offering~~a ~~for~~per-share ~~any reason~~price, ~~compliance~~payable ~~with~~in ~~Delaware~~cash, ~~law~~equal ~~may~~to ~~require~~the ~~that~~aggregate weamount ~~submit~~then aon ~~plan~~deposit ofin ~~dissolution~~the toTrust Account, ~~our~~including ~~then-existing~~interest ~~stockholders~~earned ~~for~~on ~~approval prior to~~ the ~~distribution~~funds ~~of the proceeds~~ held in ~~our~~the Trust Account. Inand ~~that~~not ~~case,~~previously ~~public~~released ~~stockholders~~to ~~may~~us beto ~~forced~~pay toour ~~wait~~franchise and ~~beyond~~income 24taxes, ~~months~~divided ~~from~~by the ~~closing~~number of ~~our~~then ~~initial~~outstanding ~~public~~Public ~~offering~~Shares. ~~before~~However, ~~they~~we ~~receive~~may ~~funds~~not ~~from~~redeem our ~~Trust~~Public ~~Account.~~Shares Inin noan ~~other~~amount that ~~circumstances~~would ~~will~~cause aour ~~public~~net ~~stockholder~~tangible ~~have~~assets ~~any~~to ~~right~~be orless ~~interest~~than ~~of any kind in the Trust Account. Accordingly~~$5,000,001 to(so ~~liquidate~~that ~~your~~we ~~investment,~~are ~~you~~not ~~may~~subject ~~be forced~~ to ~~sell~~the ~~your~~SEC’s ~~Public~~“penny stock” ~~Shares or Warrants, potentially at a loss~~rules).

~~NASDAQ may delist our securities from trading on its exchange, which could limit investors’ ability to make transactions in our securities and subject us to additional trading restrictions.~~Competition

~~Our~~In ~~Public Units~~identifying, ~~common~~evaluating ~~stock~~ and ~~Warrants~~selecting a ~~are~~target ~~listed~~business onfor ~~NASDAQ~~our ~~Capital~~initial ~~Market~~business ~~("NASDAQ"). Although~~combination, we ~~were~~may ~~able~~encounter tointense ~~meet~~competition ~~the~~from ~~minimum~~other ~~initial~~entities ~~listing~~having ~~standards~~a ~~set~~business objective ~~forth~~similar into ~~the NASDAQ listing standards~~ours, weincluding ~~cannot~~other ~~assure~~blank ~~you~~check ~~that~~companies, ~~our~~private ~~securities~~equity ~~will~~groups ~~continue~~and toleveraged bebuyout ~~listed~~funds, onand ~~NASDAQ~~operating businesses ~~prior~~seeking tostrategic ~~our initial business combination~~acquisitions. InMany ~~order~~of tothese ~~continue~~entities ~~listing~~are ~~our~~well ~~securities~~established onand ~~NASDAQ~~have ~~prior~~extensive toexperience ~~our~~identifying and ~~initial~~effecting business ~~combination,~~combinations wedirectly ~~must~~or ~~maintain~~through ~~certain financial, distribution and stock price levels~~affiliates. ~~Generally~~Moreover, wemany ~~must~~of ~~maintain~~these acompetitors ~~minimum~~possess ~~amount~~greater ~~in stockholders’ equity (generally $2~~financial,~~500~~ technical,~~000)~~ human and aother ~~minimum~~resources ~~number~~than ~~of holders of our common stock (generally 300 public holders)~~us. ~~Additionally,~~Our inability ~~connection~~to ~~with~~acquire ~~our~~larger ~~initial~~target ~~business~~businesses ~~combination, we~~ will be ~~required~~limited toby ~~demonstrate~~our ~~compliance~~available financial ~~with~~resources. ~~NASDAQ’s~~This ~~initial~~inherent ~~listing~~limitation ~~requirements,~~gives ~~which~~others ~~are~~an ~~more~~advantage ~~rigorous than NASDAQ’s continued listing requirements,~~ in ~~order~~pursuing ~~to continue to maintain~~ the ~~listing~~acquisition of ~~our~~a ~~securities~~target ~~on NASDAQ~~business. ~~For instance~~Furthermore, our ~~stock~~obligation ~~price~~to ~~would~~pay ~~generally~~cash bein ~~required~~connection towith beour atpublic ~~least~~stockholders ~~$4.00~~who ~~per~~exercise ~~share,~~their ~~our~~redemption ~~stockholders’~~rights ~~equity~~may ~~would~~reduce ~~generally~~the beresources available ~~required~~ to beus atfor ~~least~~our ~~$5.0~~initial ~~million~~business combination and weour ~~would~~outstanding ~~need~~Warrants, toand ~~have~~the afuture ~~minimum~~dilution ~~number~~they ofpotentially ~~holders~~represent, may ofnot ~~our~~be ~~common~~viewed ~~stock~~favorably ~~(generally~~by ~~300~~certain ~~round~~target ~~lot holders)~~businesses. WeEither ~~cannot~~of ~~assure~~these ~~you~~factors ~~that~~may weplace ~~will~~us beat ~~able~~a tocompetitive ~~meet~~disadvantage ~~those~~in successfully ~~initial~~negotiating ~~listing~~an ~~requirements~~initial atbusiness ~~that time~~combination.

If NASDAQ delists our securities from trading on its exchange and we are not able to list our securities on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:11

~~• a limited availability of market quotations for our securities;~~Employees

•We ~~reduced~~currently ~~liquidity~~have three executive officers. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any member of our management team will devote in any time period will vary based on whether a target business has been selected for our ~~securities;~~initial business combination and the current stage of the business combination process. We do not intend to have more than three officers prior to the consummation of our initial business combination.

8Available Information

~~Table~~We are required to file Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q with the SEC on a regular basis, and are required to disclose certain material events (e.g. changes in corporate control, acquisitions or dispositions of ~~Contents~~a significant amount of assets other than in the ordinary course of business and bankruptcy) in a Current Form on Form 8-K. The public may read and copy the materials that we file with the SEC at the SEC's Public Reference Room at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an internet website that contains reports, proxy and information statement and other information regarding issuers that file electronically with the SEC. The SEC's internet website is located at http://www.sec.gov.

•Item a1A. ~~determination~~Risk that our common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;Factors

•An investment in our securities involves a ~~limited~~high ~~amount~~degree of ~~news~~risk. You should consider carefully all of the risks described below, together with the other information contained in this Report, before making a decision to invest in our securities. If any of the following events occur, our business, financial condition and ~~analyst~~operating ~~coverage;~~results may be materially adversely affected. In that event, the trading price of our securities could decline, and you could lose all or part of your investment.

•We are a ~~decreased~~blank ~~ability~~check tocompany ~~issue~~with ~~additional~~no ~~securities~~operating orhistory ~~obtain~~and no ~~additional~~revenues, ~~financing~~and inyou ~~the~~have ~~future~~no basis on which to evaluate our ability to achieve our business objective.

~~The~~We ~~National~~are ~~Securities Markets Improvement Act of 1996, which is~~ a ~~federal~~blank ~~statute,~~check ~~prevents~~company orwith ~~preempts~~no ~~the states from regulating the sale of certain securities, which are referred to as “covered securities~~operating history.” ~~Our~~Because ~~Public~~we ~~Units,~~lack ~~common~~an ~~stock~~operating ~~and Warrants are listed on NASDAQ and~~history, asyou ahave ~~result,~~no ~~are~~basis ~~"covered~~upon ~~securities".~~which ~~Although~~to ~~the~~evaluate ~~states are preempted from regulating the sale of~~ our ~~securities,~~ability ~~the federal statute does allow the states~~ to ~~investigate~~achieve ~~companies~~our ifbusiness ~~there is a suspicion~~ objective of ~~fraud,~~completing ~~and,~~our ifinitial ~~there~~business iscombination awith ~~finding~~one ~~of fraudulent activity, then the states can regulate~~ or ~~bar~~more ~~the~~target ~~sale of covered securities in a particular case~~businesses. ~~While~~If we ~~are~~fail ~~not aware of a state having used these powers~~ to ~~prohibit~~complete orour ~~restrict~~business ~~the sale of securities issued by blank check companies~~combination, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if we ~~were~~will nonever ~~longer~~generate ~~listed~~any onoperating ~~NASDAQ, our securities would not be covered securities and we would be subject to regulation in each state in which we offer our securities~~revenues.

~~You will not be entitled to protections normally afforded to investors of many other blank check companies.~~12

~~Since~~Our ~~the net proceeds of our initial~~ public ~~offering~~stockholders ~~and~~may ~~the~~not ~~sale of the Private Placement Warrants are intended to~~ be ~~used~~afforded ~~to complete~~ an ~~initial business combination with a target business, we may be deemed~~ opportunity to bevote ~~a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,001 and have filed a Current Report~~ on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors in our ~~securities~~proposed ~~are~~business ~~not afforded the benefits or protections of those rules. Among other things~~combination, ~~this~~which means ~~that~~ we ~~have~~may ~~a longer period of time to~~ complete our initial business combination ~~than~~even dothough ~~companies~~a ~~subject~~majority of ~~to Rule 419. Moreover, if~~ our ~~initial~~ public ~~offering~~stockholders ~~had~~do ~~been~~not ~~subject~~support tosuch ~~Rule~~a 419, that rule would have prohibited the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.

IfWe wemay ~~seek~~not hold a stockholder ~~approval~~vote ofbefore we complete our initial business combination ~~and~~unless wethe dobusiness ~~not~~combination ~~conduct~~would ~~redemptions~~require ~~pursuant~~stockholder toapproval ~~the~~under ~~tender~~applicable law ~~offer~~or ~~rules,~~stock ~~and~~exchange iflisting ~~you~~requirements or aif ~~“group”~~we ofdecide ~~stockholders are deemed~~ to hold ina ~~excess~~stockholder ofvote ~~20%~~for ofbusiness ~~our~~or ~~common~~other ~~stock~~legal reasons. Accordingly, we ~~you~~may ~~will~~complete ~~lose~~our ~~the~~initial ~~ability~~business tocombination ~~redeem~~even ~~all~~if ~~such~~holders ~~shares~~of ina ~~excess~~majority of ~~20%~~our Public Shares do not approve of ~~our~~the ~~common~~business combination ~~stock~~we complete.

IfOur weSponsor ~~seek stockholder approval of our initial business combination~~ and weindependent dodirectors ~~not~~have ~~conduct~~agreed ~~redemptions~~to vote in ~~connection~~favor ~~with~~of ~~our~~such initial business combination ~~pursuant to the tender offer rules~~, ~~our~~regardless ~~amended and restated certificate~~ of ~~incorporation~~how provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to more than an aggregate of 20% of the shares sold in our ~~initial~~ public ~~offering, which we refer to as the “Excess Shares.” However, we would not be restricting our~~ stockholders’ ~~ability to~~ vote ~~all of their shares (including Excess Shares) for or against our initial business combination~~. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the Excess Shares if we complete our business combination. And as a result, you will continue to hold that number of shares exceeding 20% and, in order to dispose of such shares, would be required to sell your stock in open market transactions, potentially at a loss.

~~Because~~Our ofSponsor ~~our~~and ~~limited~~independent ~~resources~~directors ~~and~~have agreed ~~the~~to ~~significant~~vote ~~competition~~their ~~for~~Founder ~~business~~Shares, ~~combination~~as ~~opportunities,~~well itas ~~may~~any bePublic ~~more~~Shares ~~difficult~~purchased ~~for~~during usor toafter ~~complete~~our initial public offering, in favor of our initial business combination. IfOur weSponsor ~~are~~and ~~unable~~independent todirectors ~~complete~~own approximately 86% of our ~~initial~~outstanding ~~business~~shares ~~combination~~of common stock. Accordingly, ~~our~~if ~~public~~we ~~stockholders~~seek ~~may~~stockholder ~~receive~~approval ~~only~~of ~~approximately~~our ~~$10.00~~initial ~~per~~business ~~share~~combination, onwe ~~our~~will ~~redemption~~obtain ofstockholder approval notwithstanding how our ~~Public~~public ~~Shares,~~stockholders ~~and~~vote ~~our~~on ~~Warrants~~the ~~will~~proposed ~~expire~~business ~~worthless~~combination.

WeYour ~~expect~~only toopportunity ~~encounter intense competition from other entities having a business objective similar~~ to ~~ours,~~affect ~~including~~the ~~private investors (which may be individuals or~~ investment ~~partnerships),~~decision ~~other~~regarding a ~~blank~~potential ~~check~~business ~~companies~~combination and other entities, domestic and international, competing for the types of businesses we intend to acquire. Many of these individuals and entities are well-established and have extensive experience in identifying and effecting, directly or indirectly, acquisitions of companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and other resources or more local industry knowledge than we do and our financial resources will be ~~relatively~~ limited ~~when~~to ~~contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with~~ the ~~net~~exercise ~~proceeds~~ of ~~our~~your ~~initial~~right ~~public~~to ~~offering~~redeem ~~and~~your ~~the~~shares ~~sale~~from ofus ~~the~~for ~~Private Placement Warrants, our ability to compete with~~ cash.

9Since our board of directors may decide to complete a business combination without seeking stockholder approval, or in the alternative, if stockholder approval is sought, since our Sponsor and independent directors own a sufficient number of shares to approve a business combination, your only opportunity to affect the investment decision regarding a potential business combination will be to exercise your redemption rights within the period of time set forth in our proxy materials or tender offer documents mailed to our public stockholders in which we describe our initial business combination.

~~Table~~The ability of ~~Contents~~our public stockholders to redeem their shares for cash may make our financial condition unattractive to potential business combination targets, which may make it difficult for us to enter into a business combination with a target.

~~respect~~We may seek to ~~the~~enter ~~acquisition~~into ofa ~~certain~~business combination transaction agreement with a prospective target ~~businesses~~that requires as a closing condition that ~~are~~we ~~sizable~~have ~~will~~a beminimum ~~limited~~net byworth ~~our~~or ~~available~~a ~~financial~~certain amount ~~resources~~of cash. ~~This~~If ~~inherent~~too ~~competitive~~many ~~limitation~~public ~~gives~~stockholders ~~others~~exercise antheir ~~advantage~~redemption inrights, ~~pursuing~~we ~~the~~would ~~acquisition~~not ofbe ~~certain~~able ~~target~~to ~~businesses.~~meet ~~Furthermore~~such closing condition and, ~~because~~as wea ~~are~~result, ~~obligated~~would tonot ~~pay~~be ~~cash~~able ~~for~~to proceed with the ~~shares~~business ofcombination. ~~common~~Furthermore, ~~stock~~in ~~that~~no ~~our~~event ~~public~~will ~~stockholders~~we redeem our Public Shares in ~~connection~~an ~~with~~amount ~~our~~that ~~initial~~would ~~business~~cause ~~combination,~~our ~~target~~net ~~companies~~tangible ~~will~~assets to be ~~aware~~less than $5,000,001 (so that ~~this~~we ~~may~~are ~~reduce~~not subject to the ~~resources~~SEC’s “penny ~~available~~stock” torules). usConsequently, ~~for~~if accepting all properly submitted redemption requests would cause our ~~initial~~net ~~business~~tangible assets ~~combination.~~to ~~This~~be ~~may~~less ~~place~~than us$5,000,001 ator asuch ~~competitive~~greater ~~disadvantage~~amount innecessary ~~successfully~~to ~~negotiating~~satisfy a ~~business~~closing ~~combination.~~condition Ifas described above, we ~~are~~would not ~~unable~~proceed towith ~~complete~~such ~~our~~redemption ~~initial~~and the related business combination, ~~our~~and ~~public~~may ~~stockholders~~instead ~~may~~search ~~receive~~for ~~only~~an ~~approximately~~alternate ~~$10~~business combination.00 Prospective ~~per~~targets ~~share~~will onbe ~~the~~aware ~~liquidation~~ of ~~our~~these ~~Trust~~risks ~~Account~~ and, ~~our~~thus, ~~Warrants~~may ~~will~~be ~~expire~~reluctant ~~worthless~~to enter into a business combination transaction with us.

IfThe ~~the~~ability ~~net proceeds~~ of our ~~initial~~ public ~~offering~~stockholders ~~not~~to ~~being~~exercise ~~held~~redemption rights inwith ~~the~~respect ~~Trust Account are insufficient~~ to ~~allow~~a uslarge tonumber ~~operate~~of ~~until~~our ~~October~~shares 7,may ~~2016,~~not ~~and~~allow weus ~~are unable~~ to ~~obtain additional capital, we may be unable to~~ complete ~~our~~the ~~initial~~most desirable business combination, inor ~~which case~~ optimize our ~~public~~capital ~~stockholders may only receive $10~~structure.~~00 per share, and our Warrants will expire worthless.~~

~~The~~At ~~funds available to us outside of~~ the ~~Trust~~time ~~Account~~we ~~may~~enter ~~not~~into bean ~~sufficient~~agreement ~~to allow us to operate until October 7, 2016, assuming that~~ for our initial business combination, iswe will not ~~completed~~know ~~during~~how ~~that~~many ~~time.~~stockholders Wemay ~~believe~~exercise ~~that~~their ~~the~~redemption ~~funds~~rights, ~~available~~and totherefore uswill need ~~outside~~to ofstructure the ~~Trust~~transaction ~~Account~~based ~~will~~on beour ~~sufficient~~expectations toas ~~allow us~~ to ~~operate~~the ~~until~~number ~~October~~of 7,shares ~~2016;~~that ~~however,~~will webe ~~cannot~~submitted ~~assure~~for ~~you~~redemption. ~~that~~ If our ~~estimate~~business iscombination ~~accurate.~~agreement Ofrequires ~~the~~us ~~funds available~~ to ~~us, we could~~ use a portion of the ~~funds~~cash ~~available~~in tothe usTrust Account to pay ~~fees~~the topurchase ~~consultants~~price, toor requires ~~assist~~ us ~~with~~to ~~our~~have ~~search for~~ a ~~target~~minimum ~~business.~~amount ~~We could also use a portion~~ of ~~the~~cash ~~funds~~at asclosing, awe ~~down~~will ~~payment~~need or to ~~fund~~reserve a ~~“no-shop”~~portion ~~provision~~of (athe ~~provision~~cash in ~~letters~~the ofTrust ~~intent~~Account ~~designed~~ to meet ~~keep~~such ~~target~~requirements, ~~businesses~~or ~~from~~arrange ~~“shopping” around~~ for ~~transactions~~third ~~with~~party ~~other~~financing. ~~companies~~In onaddition, ~~terms~~if ~~more~~a ~~favorable~~larger tonumber ~~such~~of ~~target~~shares ~~businesses)~~are ~~with~~submitted ~~respect~~for toredemption than awe ~~particular~~initially ~~proposed business combination~~expected, ~~although~~ we domay ~~not~~need ~~have~~to ~~any~~restructure ~~current~~the ~~intention~~transaction to doreserve ~~so.~~a Ifgreater weportion ~~entered~~of ~~into~~the acash ~~letter~~in ofthe ~~intent~~Trust ~~where~~Account or wearrange ~~paid~~ for ~~the~~third ~~right~~party tofinancing. ~~receive~~Raising ~~exclusivity~~additional ~~from~~third aparty ~~target~~financing ~~business~~may ~~and~~involve ~~were~~dilutive ~~subsequently~~equity ~~required~~issuances toor ~~forfeit~~the ~~such~~incurrence of ~~funds~~indebtedness ~~(whether~~at ashigher athan ~~result~~desirable oflevels. ~~our~~The ~~breach~~above orconsiderations ~~otherwise),~~may welimit ~~might~~our ~~not~~ability ~~have sufficient funds~~ to ~~continue~~complete ~~searching~~the ~~for,~~most ordesirable business ~~conduct~~combination ~~due~~available ~~diligence~~to ~~with~~us ~~respect~~or ~~to,~~optimize aour ~~target~~capital ~~business~~structure.

If we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of our management team nor any of their affiliates is under any obligation to advance funds to us in such circumstances. Any such advances would be repaid only from funds held outside the Trust Account or from funds released to us upon completion of our initial business combination. If we are unable to obtain these loans, we may be unable to complete our initial business combination. If we are unable to complete our initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the Trust Account. Consequently, our public stockholders may only receive approximately $10.00 per share on our redemption of our Public Shares, and our Warrants will expire worthless.13

~~Subsequent~~The toability ~~our completion~~ of our ~~initial~~public ~~business~~stockholders ~~combination,~~to weexercise ~~may~~redemption rights bewith ~~required~~respect to ~~subsequently~~a ~~take~~large ~~write-downs~~number orof ~~write-offs,~~our ~~restructuring~~shares ~~and~~could ~~impairment~~increase orthe ~~other~~probability ~~charges~~ that ~~could have a significant negative effect on~~ our ~~financial~~initial ~~condition,~~business ~~results~~combination ofwould be ~~operations~~unsuccessful and ~~our~~that ~~stock~~you ~~price,~~would ~~which~~have ~~could~~to ~~cause~~wait ~~you~~for toliquidation ~~lose~~in ~~some~~order orto ~~all~~redeem of your ~~investment~~stock.

~~Even~~If ~~though~~our webusiness ~~will~~combination ~~conduct~~agreement ~~due~~requires us ~~diligence~~to onuse a ~~target~~portion ~~business~~of ~~with~~the ~~which~~cash wein ~~combine,~~the weTrust ~~cannot~~Account ~~assure~~to ~~you~~pay ~~that~~the ~~this~~purchase ~~diligence will identify all material issues that may be present inside a particular target business~~price, ~~that~~or itrequires ~~would~~us ~~be possible~~ to ~~uncover~~have ~~all material issues through~~ a ~~customary~~minimum amount of ~~due~~cash at ~~diligence~~closing, ~~or that factors outside of~~ the ~~target~~probability ~~business~~that ~~and outside of~~ our ~~control~~initial ~~will~~business ~~not~~combination ~~later~~would ~~arise. As a result of these factors, we may~~ be ~~forced~~unsuccessful tois ~~later write-down or write-off assets, restructure our operations, or incur impairment or other charges that could result in our reporting losses~~increased. ~~Even~~If if our ~~due~~initial ~~diligence~~business ~~successfully~~combination is ~~identifies certain risks~~unsuccessful, ~~unexpected~~you ~~risks~~would ~~may~~not ~~arise~~receive ~~and~~your ~~previously~~pro ~~known~~rata ~~risks~~portion ~~may~~of ~~materialize~~the inTrust aAccount ~~manner~~until ~~not~~we ~~consistent~~liquidate ~~with~~the ~~our~~Trust ~~preliminary risk analysis~~Account. ~~Even~~If ~~though~~you are ~~these~~in ~~charges~~need ~~may~~of ~~be non-cash items and not have an~~ immediate ~~impact on our~~ liquidity, ~~the~~you ~~fact that we report charges of this nature~~ could ~~contribute~~attempt to ~~negative~~sell ~~market~~your ~~perceptions~~stock ~~about~~in usthe oropen ~~our~~market; ~~securities. In addition~~however, ~~charges~~at ofsuch ~~this~~time ~~nature~~our ~~may~~stock ~~cause us to violate net worth or other covenants to which we~~ may trade beat ~~subject as~~ a ~~result~~discount ~~of assuming pre-existing debt held by a target business or by virtue of our obtaining post-combination debt financing. Accordingly, any stockholders who choose~~ to ~~remain stockholders following~~ the ~~business~~pro ~~combination~~rata ~~could~~amount ~~suffer~~per ashare ~~reduction~~ in the ~~value~~Trust ~~of their shares~~Account. ~~Such~~In ~~stockholders~~either ~~are~~situation, ~~unlikely~~you tomay ~~have~~suffer a ~~remedy~~material ~~for~~loss on ~~such~~your ~~reduction~~investment inor ~~value~~lose ~~unless they are able to successfully claim that~~ the ~~reduction~~benefit ~~was~~of ~~due~~funds toexpected ~~the~~in ~~breach~~connection bywith our ~~officers~~redemption oruntil ~~directors~~we ofliquidate ~~a duty of care~~ or ~~other~~you ~~fiduciary duty owed to them, or if they~~ are able to sell ~~successfully~~your ~~bring~~stock ain ~~private claim under securities laws that~~ the ~~tender~~open ~~offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission~~market.

10The requirement that we complete our initial business combination within the prescribed time frame may give potential target businesses leverage over us in negotiating a business combination and may decrease our ability to conduct due diligence on potential business combination targets as we approach our dissolution deadline, which could undermine our ability to complete our business combination on terms that would produce value for our stockholders.

~~Table~~Any potential target business with which we enter into negotiations concerning a business combination will be aware that we must complete our initial business combination by (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of ~~Contents~~its securities on The Nasdaq Capital Market, December 31, 2017. Consequently, such target business may obtain leverage over us in negotiating a business combination, knowing that if we do not complete our initial business combination with that particular target business, we may be unable to complete our initial business combination with any target business. This risk will increase as we get closer to the timeframe described above. In addition, we may have limited time to conduct due diligence and may enter into our initial business combination on terms that we would have rejected upon a more comprehensive investigation.

IfWe ~~third~~may ~~parties~~not ~~bring~~be ~~claims~~able ~~against~~to ~~us,~~complete our initial business combination within the ~~proceeds~~prescribed ~~held~~time frame, in which case we would cease all operations except for the ~~Trust~~purpose ~~Account~~of ~~could~~winding beup ~~reduced~~and we would redeem our Public Shares and liquidate the ~~per-share~~Trust ~~redemption~~Account, ~~amount~~in ~~received~~which bycase our public stockholders may beonly ~~less~~receive ~~than~~ $10.00 per share, plus the pro rata amount of the Trust Loans deposited in the Trust Account at the time of our initial business combination or liquidation, and our Warrants will expire worthless.

Our ~~placing~~Sponsor, ofexecutive ~~funds~~officers inand ~~the~~directors have ~~Trust~~agreed ~~Account~~that ~~may~~we ~~not~~must ~~protect~~complete ~~those~~our ~~funds~~initial ~~from~~business ~~third-party~~combination ~~claims~~by ~~against~~(a) ~~us.~~October ~~Although~~1, we2017 ~~will~~or ~~seek~~(b) if prior to ~~have~~October ~~all~~1, ~~vendors~~2017, ~~service~~the Company ~~providers~~publicly ~~(other~~discloses ~~than~~that ~~our~~an ~~independent~~extension ~~auditors),~~past ~~prospective~~October ~~target~~1, ~~businesses~~2017 orwill ~~other~~not ~~entities~~prevent ~~with~~the ~~which~~Company wefrom domaintaining ~~business~~the ~~execute~~listing ~~agreements~~of its ~~with~~securities uson ~~waiving~~The ~~any~~Nasdaq ~~right,~~Capital ~~title~~Market, ~~interest~~December or31, ~~claim~~2017. ofWe ~~any~~may ~~kind~~not inbe orable to ~~any~~find ~~monies~~a ~~held~~suitable intarget ~~the~~business ~~Trust~~and ~~Account,~~complete our initial business combination within such ~~parties~~time ~~may~~period. If we have not ~~execute~~completed our initial business combination within such time ~~agreements~~period, orwe ~~even~~will: if(i) ~~they~~cease ~~execute~~all ~~such~~operations ~~agreements~~except ~~they~~for ~~may~~the purpose of winding up, (ii) as promptly as reasonably possible but not bemore ~~prevented~~than ~~from~~ten ~~bringing~~business ~~claims~~days ~~against~~thereafter, redeem the ~~Trust~~Public ~~Account~~Shares, ~~including,~~at ~~but~~a ~~not~~per-share ~~limited to~~price, ~~fraudulent~~payable ~~inducement~~in cash, ~~breach~~equal ofto ~~fiduciary~~the ~~responsibility~~aggregate amount orthen ~~other~~on ~~similar~~deposit ~~claims,~~in asthe ~~well~~Trust asAccount ~~claims~~including ~~challenging~~interest earned on the ~~enforceability~~funds ofheld in the ~~waiver,~~Trust inAccount ~~each~~and ~~case~~not inpreviously released ~~order~~to us to ~~gain~~pay ~~advantage~~our ~~with~~franchise ~~respect~~and income taxes (less up to a$100,000 ~~claim~~of ~~against~~interest ~~our~~to ~~assets~~pay dissolution expenses), ~~including~~divided by the ~~funds~~number ~~held~~of inthen outstanding Public Shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the ~~Trust~~right ~~Account.~~to Ifreceive ~~any~~further ~~third~~liquidation ~~party~~distributions, ~~refuses~~if any), subject to ~~execute~~applicable anlaw, ~~agreement~~and ~~waiving~~(iii) as promptly as reasonably possible following such ~~claims~~redemption, subject to the ~~monies~~approval ~~held~~of inour ~~the~~remaining ~~Trust~~stockholders ~~Account~~and our board of directors, dissolve and liquidate, subject in each case to our ~~management~~obligations ~~will~~under ~~perform~~Delaware anlaw ~~analysis~~to provide for claims of creditors and the ~~alternatives~~requirements ~~available~~of toother itapplicable ~~and~~law. ~~will~~In ~~only~~such ~~enter~~case, ~~into~~our anpublic ~~agreement~~stockholders ~~with~~may aonly ~~third~~receive ~~party~~$10.00 ~~that~~per ~~has~~share, ~~not~~plus ~~executed~~the pro arata ~~waiver~~amount ifof ~~management~~the ~~believes~~Trust ~~that~~Loans ~~such~~deposited ~~third~~in ~~party’s~~the ~~engagement~~Trust ~~would~~Account beat ~~significantly~~the ~~more~~time ~~beneficial~~of toour usliquidation, ~~than~~and ~~any~~our ~~alternative~~warrants will expire worthless.

Examples of possible instances where we may engage a third party that refuses to execute a waiver include the engagement of a third party consultant whose particular expertise or skills are believed by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where management is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and to not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if we are unable to complete our business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with our business combination, we will be required to provide for payment of claims of creditors that were not waived that may be brought against us within the 10 years following redemption. Accordingly, the per-share redemption amount received by public stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors. In order to protect the amounts held in the Trust Account, our Sponsor has agreed to be liable to us if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account. This liability will not apply with respect to any claims by a third party who executed a waiver of any right, title, interest or claim of any kind in or to any monies held in the Trust Account or to any claims under our indemnity of the underwriters of our initial public offering against certain liabilities, including liabilities under the Securities Act. Moreover, even in the event that an executed waiver is deemed to be unenforceable against a third party, our Sponsor will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether our Sponsor has sufficient funds to satisfy its indemnity obligations and we have not asked our Sponsor to reserve for such indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.14

~~Our~~If ~~directors~~we ~~may~~seek ~~decide~~stockholder ~~not~~approval toof ~~enforce~~our ~~the~~initial ~~indemnification~~business ~~obligations of~~ combination, our Sponsor, ~~resulting~~directors, inexecutive aofficers, ~~reduction~~advisors inand ~~the~~their ~~amount~~affiliates ofmay ~~funds~~elect into ~~the~~purchase ~~Trust~~shares ~~Account~~from ~~available~~public ~~for~~stockholders, which ~~distribution~~may toinfluence ~~our~~a vote on a proposed business combination and reduce the public ~~stockholders~~“float” of our common stock.

InIf ~~the~~we ~~event~~seek ~~that~~stockholder ~~the~~approval ~~proceeds~~of our initial business combination and we do not conduct redemptions in ~~the~~connection ~~Trust~~with ~~Account~~our ~~are~~business ~~reduced~~combination ~~and~~pursuant to the tender offer rules, our Sponsor, ~~asserts~~directors, ~~that~~executive itofficers, isadvisors ~~unable~~or totheir ~~satisfy~~affiliates ~~its~~may ~~obligations~~purchase orshares ~~that~~in itprivately ~~has~~negotiated notransactions or ~~indemnification~~in ~~obligations~~the ~~related~~open market either prior to aor ~~particular~~following ~~claim,~~the completion of our ~~independent~~initial ~~directors~~business ~~would~~combination, ~~determine~~although ~~whether~~they are under no obligation to ~~take~~do ~~legal~~so. ~~action~~Such ~~against~~a ~~our~~purchase ~~Sponsor~~may toinclude ~~enforce~~a ~~its~~contractual ~~indemnification~~acknowledgement ~~obligations.~~that ~~While~~such westockholder, ~~currently~~although ~~expect~~still ~~that~~the record holder of our ~~independent~~shares ~~directors~~is ~~would~~no ~~take~~longer ~~legal~~the ~~action~~beneficial onowner ~~our~~thereof ~~behalf~~and ~~against~~therefore ~~our~~agrees ~~Sponsor~~not to ~~enforce~~exercise its ~~indemnification~~redemption ~~obligations~~rights. toIn usthe event that our Sponsor, itdirectors, isexecutive ~~possible~~officers, ~~that~~advisors ~~our~~or ~~independent~~their ~~directors~~affiliates purchase shares in ~~exercising~~privately ~~their~~negotiated ~~business~~transactions from ~~judgment~~public ~~may~~stockholders ~~choose~~who ~~not~~have already elected to doexercise sotheir ifredemption rights, ~~for~~such ~~example,~~selling ~~the~~stockholders ~~cost~~would be required to revoke their prior elections to redeem their shares. The purpose of such ~~legal~~purchases ~~action~~could isbe ~~deemed~~to byvote ~~the~~such ~~independent~~shares ~~directors~~in tofavor beof the ~~too~~business ~~high~~combination ~~relative~~and tothereby increase the ~~amount~~likelihood ~~recoverable~~of orobtaining ifstockholder approval of the ~~independent~~business ~~directors~~combination, ~~determine~~or to ~~that~~satisfy a ~~favorable~~closing ~~outcome~~condition isin ~~not~~an ~~likely.~~agreement Ifwith ~~our~~a ~~independent~~target ~~directors~~that ~~choose~~requires ~~not~~us to ~~enforce~~have ~~these~~a ~~indemnification~~minimum ~~obligations,~~net ~~the~~worth or a certain amount of cash ~~funds~~at in the ~~Trust~~closing ~~Account~~of ~~available~~our ~~for~~business ~~distribution~~combination, towhere ~~our~~it ~~public~~appears ~~stockholders~~that ~~may~~such berequirement ~~reduced~~would ~~below~~otherwise ~~$10~~not be met.00 ~~per~~This ~~share~~may result in the completion of our business combination that may not otherwise have been possible.

IfIn addition, ~~after~~if wesuch ~~distribute~~purchases ~~the~~are ~~proceeds in~~ made, the ~~Trust~~public ~~Account~~“float” toof our ~~public~~common ~~stockholders,~~stock weand ~~file~~the anumber ~~bankruptcy~~of ~~petition~~beneficial orholders anof ~~involuntary~~our ~~bankruptcy~~securities ~~petition~~may isbe ~~filed against us that is not dismissed~~reduced, apossibly making ~~bankruptcy~~it ~~court~~difficult ~~may~~to ~~seek~~obtain toor ~~recover~~maintain ~~such~~the ~~proceeds~~quotation, ~~and~~listing weor ~~and~~trading of our ~~board~~securities ~~may~~on bea ~~exposed~~national tosecurities ~~claims of punitive damages~~exchange.

If, ~~after we distribute the proceeds in the Trust Account to our public stockholders, we file~~ a ~~bankruptcy~~stockholder ~~petition~~fails or an involuntary bankruptcy petition is filed against us that is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to ~~recover~~receive ~~all~~notice ~~amounts~~of ~~received by~~ our ~~stockholders.~~offer Into redeem ~~addition,~~ our ~~board~~Public ofShares ~~directors~~in ~~may~~connection bewith ~~viewed as having breached its fiduciary duty to~~ our ~~creditors~~business ~~and/or having acted in bad faith~~combination, ~~thereby~~or ~~exposing~~fails ~~it and us~~ to ~~claims~~comply ofwith ~~punitive damages, by paying public stockholders from~~ the ~~Trust~~procedures ~~Account~~for ~~prior~~tendering toits shares, ~~addressing~~such ~~the~~shares ~~claims~~may ofnot ~~creditors~~be redeemed.

11We will comply with the tender offer rules or proxy rules, as applicable, when conducting redemptions in connection with our business combination. Despite our compliance with these rules, if a stockholder fails to receive our tender offer or proxy materials, as applicable, such stockholder may not become aware of the opportunity to redeem its shares. In addition, the tender offer documents or proxy materials, as applicable, that we will furnish to holders of our Public Shares in connection with our initial business combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

~~Table of Contents~~15

~~If,~~You ~~before~~will ~~distributing~~not ~~the~~have ~~proceeds~~any inrights ~~the~~or ~~Trust~~interests ~~Account~~in tofunds ~~our~~from ~~public~~the Trust ~~stockholders~~Account, weexcept ~~file~~under acertain ~~bankruptcy~~limited ~~petition~~circumstances. orTo anliquidate ~~involuntary~~your ~~bankruptcy~~investment, ~~petition is filed against us that is not dismissed~~therefore, ~~the~~you ~~claims of creditors in such proceeding~~ may ~~have priority over the claims of our stockholders and the per-share amount that would otherwise~~ be ~~received~~forced byto ~~our~~sell ~~stockholders~~your Public inShares ~~connection~~or ~~with~~warrants, ~~our~~potentially ~~liquidation~~at ~~may~~a ~~be reduced~~loss.

~~If,~~Our ~~before~~public ~~distributing~~stockholders ~~the~~will ~~proceeds~~be inentitled to receive funds from the Trust Account only upon the earliest to occur of: (i) our ~~public~~completion ~~stockholders~~of an initial business combination, and then only in connection with those shares of our common stock that such stockholder properly elected to redeem, subject to the limitations described herein, (ii) a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we ~~file~~do not complete our initial business by (a) October ~~bankruptcy~~1, ~~petition~~2017 or an(b) ~~involuntary~~if ~~bankruptcy~~prior ~~petition~~to isOctober ~~filed~~1, ~~against~~2017, usthe Company publicly discloses that isan ~~not~~extension ~~dismissed~~past October 1, 2017 will not prevent the ~~proceeds~~Company ~~held~~from inmaintaining the ~~Trust~~listing ~~Account~~of ~~could~~its besecurities ~~subject~~on toThe ~~applicable~~Nasdaq ~~bankruptcy~~Capital ~~law~~Market, ~~and~~December ~~may~~31, be2017, ~~included~~and then only in connection with those shares of our ~~bankruptcy~~common ~~estate~~stock that such stockholder properly elected to redeem, and (iii) the redemption of our Public Shares if we are unable to complete an initial business combination by (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, subject to applicable law and as further described herein. In addition, if we are unable to complete an initial business combination by (a) October 1, 2017 or (b) if prior to October 1, 2017, the ~~claims~~Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of ~~third~~its ~~parties~~securities on The Nasdaq Capital Market, December 31, 2017 for any reason, compliance with ~~priority~~Delaware ~~over~~law ~~the~~may ~~claims~~require that we submit a plan of dissolution to our then-existing stockholders. Tofor ~~the~~approval ~~extent~~prior ~~any~~to ~~bankruptcy~~the ~~claims~~distribution ~~deplete~~of the proceeds held in our Trust Account. In that case, public stockholders may be forced to wait beyond (a) October 1, 2017 or (b) if prior to October 1, 2017, the ~~per-share~~Company ~~amount~~publicly discloses that ~~would~~an ~~otherwise~~extension bepast ~~received~~October by1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 before they receive funds from our ~~stockholders~~Trust Account. In no other circumstances will a public stockholder have any right or interest of any kind in ~~connection~~the ~~with~~Trust ~~our~~Account. ~~liquidation~~Accordingly, to liquidate your investment, you may be ~~reduced~~forced to sell your Public Shares or Warrants, potentially at a loss.

IfNASDAQ wemay ~~are~~delist ~~deemed~~our tosecurities befrom antrading ~~investment~~on ~~company~~its ~~under the Investment Company Act~~exchange, which wecould ~~may~~limit beinvestors’ ~~required~~ability to ~~institute~~make ~~burdensome~~transactions ~~compliance~~in ~~requirements and~~ our ~~activities~~securities ~~may~~and besubject ~~restricted, which may make it difficult for~~ us to ~~complete~~additional ~~our~~trading ~~business combination~~restrictions.

IfOur wePublic Units, common stock and Warrants are ~~deemed~~listed on NASDAQ Capital Market (“NASDAQ”). Although we were able to meet the minimum initial listing standards set forth in the NASDAQ listing standards, we cannot assure you that our securities will continue to be anlisted ~~investment~~on ~~company~~NASDAQ ~~under~~prior to our initial business combination. In order to continue listing our securities on NASDAQ prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. Generally, we must maintain a minimum amount in stockholders’ equity (generally $2,500,000) and a minimum number of holders of our common stock (generally 300 public holders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with NASDAQ’s initial listing requirements, which are more rigorous than NASDAQ’s continued listing requirements, in order to continue to maintain the ~~Investment~~listing ~~Company~~of ~~Act~~our securities on NASDAQ. For instance, our ~~activities~~stock ~~may~~price would generally be ~~restricted~~required to be at least $4.00 per share, our ~~including:~~stockholders’ equity would generally be required to be at least $5.0 million and we would need to have a minimum number of holders of our common stock (generally 300 round lot holders). We cannot assure you that we will be able to meet those initial listing requirements at that time.

•If ~~restrictions~~NASDAQ delists our securities from trading on ~~the~~its ~~nature~~exchange ofand we are not able to list our ~~investments;~~securities ~~and~~on another national securities exchange, we expect our securities could be quoted on an over-the-counter market. If this were to occur, we could face significant material adverse consequences, including:

• ~~restrictions~~a onlimited ~~the~~availability ~~issuance~~ of market quotations for our securities,;

~~each of which may make it difficult for us to complete our business combination.~~16

In• ~~addition,~~reduced weliquidity ~~may~~for ~~have~~our ~~imposed upon us burdensome requirements, including:~~securities;

• ~~registration~~a asdetermination anthat ~~investment~~our ~~company~~common stock is a “penny stock” which will require brokers trading in our common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

• ~~adoption of~~ a ~~specific~~limited ~~form~~amount of ~~corporate~~news ~~structure~~and analyst coverage; and

• ~~reporting,~~a ~~record~~decreased ~~keeping,~~ability ~~voting,~~to ~~proxy~~issue ~~and~~additional ~~disclosure~~securities ~~requirements~~or ~~and~~obtain ~~other~~additional ~~rules~~financing ~~and~~in ~~regulations~~the future.

InThe ~~order~~National ~~not~~Securities toMarkets beImprovement Act ~~regulated~~of as1996, anwhich ~~investment~~is ~~company~~a ~~under~~federal ~~the~~statute, ~~Investment~~prevents ~~Company~~or ~~Act,~~preempts ~~unless~~the westates ~~can~~from ~~qualify~~regulating ~~for~~the ansale ~~exclusion~~of certain securities, wewhich are ~~must~~referred ~~ensure~~to ~~that~~as we“covered ~~are~~securities.” ~~engaged~~Our ~~primarily~~Public inUnits, acommon ~~business~~stock ~~other~~and ~~than~~Warrants ~~investing~~are listed on NASDAQ and, ~~reinvesting~~as ora result, ~~trading~~are in“covered securities”. ~~and~~Although ~~that~~the ~~our~~states ~~activities~~are dopreempted ~~not~~from ~~include~~regulating ~~investing,~~the ~~reinvesting,~~sale ~~owning~~of our securities, ~~holding~~the federal orstatute ~~trading~~does ~~“investment~~allow ~~securities”~~the ~~constituting~~states ~~more~~to ~~than~~investigate ~~40%~~companies if there is a suspicion of ~~our~~fraud, ~~total~~and, ~~assets~~if ~~(exclusive~~there is a finding of fraudulent ~~U.S.~~activity, ~~government~~then ~~securities~~the ~~and~~states ~~cash~~can ~~items)~~regulate onor anbar ~~unconsolidated~~the ~~basis.~~sale ~~Our~~of ~~business~~covered ~~will~~securities bein toa ~~identify~~particular ~~and~~case. ~~complete~~While we are not aware of a ~~business~~state ~~combination~~having ~~and~~used ~~thereafter~~these powers to ~~operate~~prohibit or restrict the ~~post-transaction~~sale ~~business~~of orsecurities ~~assets~~issued ~~for~~by ~~the~~blank ~~long~~check ~~term.~~companies, Wecertain state dosecurities ~~not~~regulators ~~plan~~view toblank ~~buy~~check ~~businesses~~companies unfavorably and might use these powers, or ~~assets~~threaten ~~with~~to ause ~~view~~these powers, to ~~resale~~hinder orthe ~~profit~~sale ~~from~~of securities of blank check companies in their ~~resale~~states. WeFurther, doif we were no longer listed on NASDAQ, our securities would not ~~plan~~be tocovered ~~buy~~securities ~~unrelated~~and ~~businesses~~we orwould ~~assets~~be orsubject to beregulation ain ~~passive~~each ~~investor~~state in which we offer our securities.

WeYou ~~do not believe that our anticipated principal activities~~ will subject us to the Investment Company Act. To this end, the proceeds held in the Trust Account may only be invested in United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, the trustee is not permitted to invest in other securities or assets. By restricting the investment of the proceeds to these instruments, and by having a business plan targeted at acquiring and growing businesses for the long term (rather than on buying and selling businesses in the manner of a merchant bank or private equity fund), we intend to avoid being deemed an “investment company” within the meaning of the Investment Company Act. Our securities are not intended for persons who are seeking a return on investments in government securities or investment securities. The Trust Account is intended as a holding place for funds pending the earliest to occur of: (i) the completion of our primary business objective, which is a business combination; (ii) a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial business combination within 24 months from the closing of our initial public offering; and (iii) absent a business combination, our return of the funds held in the Trust Account to our public stockholders as part of our redemption of the Public Shares and liquidation. If we do not invest the proceeds as discussed above, we may be ~~deemed~~entitled to beprotections ~~subject~~normally afforded to ~~the~~investors Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of ~~our~~many ~~Trust~~other ~~Account~~blank ~~and~~check ~~our Warrants will expire worthless~~companies.

12Since the net proceeds of our initial public offering and the sale of the Private Placement Warrants are intended to be used to complete an initial business combination with a target business, we may be deemed to be a “blank check” company under the United States securities laws. However, because we have net tangible assets in excess of $5,000,001 and have filed a Current Report on Form 8-K, including an audited balance sheet demonstrating this fact, we are exempt from rules promulgated by the SEC to protect investors in blank check companies, such as Rule 419. Accordingly, investors in our securities are not afforded the benefits or protections of those rules. Among other things, this means that we have a longer period of time to complete our business combination than do companies subject to Rule 419. Moreover, if our initial public offering had been subject to Rule 419, that rule would have prohibited the release of any interest earned on funds held in the Trust Account to us unless and until the funds in the Trust Account were released to us in connection with our completion of an initial business combination.

~~Table~~If we seek stockholder approval of ~~Contents~~our initial business combination and we do not conduct redemptions pursuant to the tender offer rules, and if you or a “group” of stockholders are deemed to hold in excess of 20% of our common stock, you will lose the ability to redeem all such shares in excess of 20% of our common stock.

~~Our~~If ~~stockholders~~we ~~may~~seek stockholder approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination pursuant to the tender offer rules, our amended and restated certificate of incorporation provides that a public stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be ~~held~~restricted ~~liable~~from ~~for~~seeking ~~claims~~redemption byrights ~~third~~with ~~parties~~respect to more than an aggregate of 20% of the shares sold in our initial public offering, which we refer to as the “Excess Shares.” However, we would not be restricting our stockholders’ ability to vote all of their shares (including Excess Shares) for or against our initial business combination. Your inability to redeem the Excess Shares will reduce your influence over our ability to complete our business combination and you could suffer a material loss on your investment in us if you sell Excess Shares in open market transactions. Additionally, you will not receive redemption distributions with respect to the ~~extent~~Excess Shares if we complete our business combination. And as a result, you will continue to hold that number of ~~distributions~~shares ~~received~~exceeding by20% ~~them~~and, ~~upon~~in ~~redemption~~order to dispose of ~~their~~such shares, would be required to sell your stock in open market transactions, potentially at a loss.

Under the Delaware General Corporation Law, or 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. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination within 24 months from the closing of our initial public offering may be considered a liquidation distribution under Delaware law. If a 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. However, it is our intention to redeem our Public Shares as soon as reasonably possible following the 24th month from the closing of our initial public offering in the event we do not complete our business combination and, therefore, we do not intend to comply with those procedures.17

Because weof ~~will~~our ~~not~~limited beresources ~~complying~~and ~~with Section 280, Section 281(b) of~~ the ~~DGCL~~significant ~~requires~~competition for usbusiness tocombination ~~adopt a plan~~opportunities, ~~based~~it ~~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~~more ~~brought~~difficult ~~against~~for us ~~within~~to ~~the~~complete 10our ~~years~~initial ~~following~~business ~~our dissolution~~combination. ~~However,~~If ~~because~~ we are unable ato ~~blank~~complete ~~check~~our ~~company,~~initial ~~rather~~business ~~than an operating company~~combination, ~~and~~ our ~~operations~~public ~~will~~stockholders bemay ~~limited~~receive ~~to searching for prospective target businesses to acquire, the~~ only ~~likely~~approximately ~~claims to arise would be from our vendors (such as lawyers, investment bankers, etc~~$10.)00 orper ~~prospective target businesses. If our plan of distribution complies with Section 281(b) of the DGCL~~share, plus ~~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~~Trust ~~would~~Loans ~~likely~~deposited bein ~~barred after~~ the ~~third~~Trust ~~anniversary~~Account ofat the ~~dissolution.~~time ~~We cannot assure you that we will properly assess all claims that may be potentially brought against us. As such, our stockholders could potentially be liable for any claims to the extent~~ of ~~distributions received by them (but no more) and any liability of~~ our ~~stockholders may extend beyond the third anniversary of such date. Furthermore~~liquidation, ifon ~~the pro rata portion of~~ our ~~Trust Account distributed to our public stockholders upon the~~ redemption of our Public Shares, inand ~~the event we do not complete~~ our ~~initial~~Warrants ~~business~~will ~~combination~~expire within 24 months from the closing of our initial public offering is not considered a liquidation distribution under Delaware law and such redemption distribution is deemed to be unlawful, then pursuant to Section 174 of the DGCL, the statute of limitations for claims of creditors could then be six years after the unlawful redemption distribution, instead of three years, as in the case of a liquidation distributionworthless.

We ~~have~~expect ~~not~~to ~~registered~~encounter intense competition from other entities having a business objective similar to ours, including private investors (which may be individuals or investment partnerships), other blank check companies and other entities, domestic and international, competing for the ~~shares~~types of ~~common~~businesses we ~~stock~~intend ~~issuable~~to ~~upon~~acquire. ~~exercise~~Many of ~~the~~these ~~Warrants~~individuals ~~under~~and ~~the~~entities ~~Securities~~are ~~Act~~well-established and have extensive experience in identifying and effecting, directly or ~~any~~indirectly, ~~state~~acquisitions ~~securities~~of ~~laws~~companies operating in or providing services to various industries. Many of these competitors possess greater technical, human and ~~such~~other ~~registration~~resources ~~may~~or ~~not~~more local industry knowledge than we do and our financial resources will be inrelatively ~~place~~limited when contrasted with those of many of these competitors. While we believe there are numerous target businesses we could potentially acquire with the net proceeds of our initial public offering and the sale of the Private Placement Warrants, our ability to compete with respect to the acquisition of certain target businesses that are sizable will be limited by our available financial resources. This inherent competitive limitation gives others an ~~investor~~advantage ~~desires~~in pursuing the acquisition of certain target businesses. Furthermore, because we are obligated to ~~exercise~~pay ~~Warrants~~cash for the shares of common stock that our public stockholders redeem in connection with our initial business combination, ~~thus~~target ~~precluding~~companies ~~such~~will ~~investor~~be ~~from~~aware ~~being~~that ~~able~~this may reduce the resources available to ~~exercise~~us ~~its~~for ~~Warrants~~our ~~and~~initial ~~causing~~business ~~such~~combination. ~~Warrants~~This may place us at a competitive disadvantage in successfully negotiating a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, plus the pro rata amount of the Trust Loans deposited in the Trust Account at the time of our liquidation, on the liquidation of our Trust Account and our Warrants will expire worthless.

WeIf ~~have not registered~~ the ~~shares~~net ofproceeds ~~common stock issuable upon exercise~~ of ~~the~~our ~~Warrants~~initial ~~under~~public ~~the~~offering ~~Securities~~not ~~Act~~being held orin ~~any state securities laws. However, under~~ the ~~terms~~Trust ofAccount ~~the~~are ~~warrant~~insufficient ~~agreement, we have agreed~~ to ~~use~~allow ~~our~~us ~~best efforts~~ to ~~file~~operate auntil ~~registration statement under the Securities Act covering such shares and to maintain~~ (a) ~~current~~October ~~prospectus relating to the common stock issuable upon exercise of the Warrants~~1, ~~until~~2017 ~~the~~or ~~expiration~~(b) ofif ~~the~~prior ~~Warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able~~ to doOctober ~~so if~~1, ~~for example~~2017, ~~any facts or events arise which represent a fundamental change in~~ the ~~information~~Company ~~set~~publicly ~~forth~~discloses inthat ~~the~~an ~~registration~~extension ~~statement~~past orOctober ~~prospectus relating thereto~~1, ~~the~~2017 ~~financial~~will ~~statements contained or incorporated by reference therein are~~ not ~~current~~prevent ~~or correct or~~ the ~~SEC~~Company ~~issues~~from amaintaining ~~stop order. If~~ the ~~shares issuable upon exercise~~ listing of ~~the~~its ~~Warrants~~securities ~~are~~on ~~not~~The ~~registered~~Nasdaq ~~under~~Capital ~~the Securities Act~~Market, weDecember ~~will be required to permit holders to exercise their Warrants on a cashless basis. However~~31, ~~no warrant will be exercisable for cash or on a cashless basis~~2017, and we ~~will~~are ~~not~~unable ~~be obligated~~ to ~~issue~~obtain ~~any~~additional ~~shares to holders seeking to exercise their Warrants~~capital, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, atbe ~~our option, require holders of public Warrants who exercise their Warrants~~ unable to docomplete soour ainitial ~~“cashless~~business ~~basis” in accordance with Section 3(a)(9) of the Securities Act and~~combination, in ~~the~~which ~~event~~case weour sopublic ~~elect,~~stockholders wemay ~~will~~only ~~not~~receive ~~be required to file or maintain in effect a registration statement or register or qualify the shares under blue sky laws~~$10.00 Inper ~~no event will we be required to net cash settle any warrant~~share, orplus ~~issue securities or other compensation in exchange for~~ the pro ~~Warrants~~rata inamount ~~the~~of ~~event that we are unable to register or qualify~~ the ~~shares~~Trust ~~underlying~~Loans ~~the~~deposited ~~Warrants~~in ~~under~~ the ~~Securities~~Trust ~~Act~~Account orat ~~applicable state securities laws. If~~ the ~~issuance~~time of ~~the~~our ~~shares upon exercise of the Warrants is not so registered or qualified or exempt from registration or qualification~~liquidation, ~~the holder of such warrant shall not be entitled to exercise such warrant~~ and ~~such~~our ~~warrant~~Warrants ~~may~~will ~~have no value and~~ expire worthless. ~~In such event, holders who acquired their Warrants as part of a purchase of units will have paid the full unit purchase price solely for~~

13The funds available to us outside of the Trust Account may not be sufficient to allow us to operate until (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017, assuming that our initial business combination is not completed during that time. We believe that the funds available to us outside of the Trust Account will be sufficient to allow us to operate until (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017; however, we cannot assure you that our estimate is accurate. Of the funds available to us, we could use a portion of the funds available to us to pay fees to consultants to assist us with our search for a target business. We could also use a portion of the funds as a down payment or to fund a “no-shop” provision (a provision in letters of intent designed to keep target businesses from “shopping” around for transactions with other companies on terms more favorable to such target businesses) with respect to a particular proposed business combination, although we do not have any current intention to do so. If we entered into a letter of intent where we paid for the right to receive exclusivity from a target business and were subsequently required to forfeit such funds (whether as a result of our breach or otherwise), we might not have sufficient funds to continue searching for, or conduct due diligence with respect to, a target business.

~~Table of Contents~~18

~~the~~If ~~shares~~we are required to seek additional capital, we would need to borrow funds from our Sponsor, management team or other third parties to operate or may be forced to liquidate. Neither our Sponsor, members of ~~common~~our ~~stock~~management ~~included~~team nor any of their affiliates is under any obligation to advance funds to us in ~~the~~such ~~units~~circumstances. IfAny ~~and~~such ~~when~~advances would be repaid only from funds held outside the ~~Warrants~~Trust ~~become~~Account ~~redeemable~~or byfrom funds released to us upon completion of our initial business combination. If we are unable to obtain these loans, we may ~~exercise~~be unable to complete our ~~redemption~~initial ~~right~~business ~~even~~combination. ifIf we are unable to ~~register~~complete orour ~~qualify~~initial business combination because we do not have sufficient funds available to us, we will be forced to cease operations and liquidate the ~~underlying~~Trust ~~shares~~Account. Consequently, our public stockholders may only receive approximately $10.00 per share, plus the pro rata amount of ~~common~~the ~~stock~~Trust ~~for~~Loans ~~sale~~deposited ~~under~~in ~~all~~the ~~applicable~~Trust ~~state~~Account ~~securities~~at the ~~laws~~time of our liquidation on our redemption of our Public Shares, and our Warrants will expire worthless.

~~The~~Subsequent ~~grant~~to our completion of ~~registration~~our ~~rights~~initial business combination, we may be required to ~~our~~subsequently ~~initial~~take ~~stockholders~~write-downs ~~and~~or ~~holders~~write-offs, ofrestructuring ~~our~~and ~~Private~~impairment ~~Placement~~or ~~Warrants~~other ~~may~~charges ~~make~~that itcould ~~more~~have a ~~difficult~~significant tonegative ~~complete~~effect on our ~~initial~~financial ~~business combination~~condition, ~~and~~results ~~the~~of ~~future~~operations ~~exercise~~and ofour ~~such~~stock ~~rights~~price, ~~may~~which ~~adversely~~could ~~affect~~cause ~~the~~you ~~market~~to ~~price~~lose some ofor ~~our~~all ~~common~~of ~~stock~~your investment.

~~Pursuant~~Even tothough anwe ~~agreement~~will ~~that~~conduct wedue ~~entered~~diligence on ~~into~~a ~~concurrently~~target business with ~~the~~which ~~issuance~~we ~~and~~combine, ~~sale~~we ofcannot ~~the~~assure ~~securities~~you inthat ~~our~~this ~~initial~~diligence ~~public~~will ~~offering~~identify all material issues that may be present inside a particular target business, ~~our~~that ~~initial~~it ~~stockholders~~would ~~and~~be ~~their~~possible ~~permitted~~to ~~transferees~~uncover ~~can~~all ~~demand~~material issues through a customary amount of due diligence, or that wefactors ~~register~~outside of the ~~Founder~~target ~~Shares,~~business ~~holders~~and outside of our ~~Private~~control ~~Placement~~will ~~Warrants~~not ~~and~~later ~~their~~arise. ~~permitted~~As ~~transferees~~a ~~can~~result ~~demand~~of these ~~that~~factors, we ~~register~~may ~~the~~be ~~Private~~forced ~~Placement~~to ~~Warrants~~later ~~and~~write-down ~~the~~or ~~shares~~write-off ofassets, ~~common~~restructure ~~stock~~our ~~issuable~~operations, ~~upon~~or ~~exercise~~incur ofimpairment ~~the~~or ~~Private~~other charges ~~Placement~~that ~~Warrants~~could ~~and~~result ~~holders~~in ofour ~~Warrants~~reporting ~~that~~losses. ~~may~~Even beif ~~issued~~our ~~upon~~due ~~conversion~~diligence ofsuccessfully ~~working~~identifies ~~capital~~certain ~~loans~~risks, unexpected risks may ~~demand~~arise ~~that~~and wepreviously ~~register~~known ~~such~~risks ~~Warrants~~may ormaterialize ~~the~~in ~~common~~a ~~stock~~manner ~~issuable~~not ~~upon~~consistent ~~conversion~~with ofour ~~such~~preliminary ~~Warrants~~risk analysis. ~~The~~Even though ~~registration~~these ~~rights~~charges ~~will~~may be ~~exercisable~~non-cash ~~with~~items ~~respect~~and tonot ~~the~~have ~~Founder~~an ~~Shares~~immediate ~~and~~impact ~~the~~on ~~Private~~our ~~Placement~~liquidity, ~~Warrants~~the ~~and~~fact ~~the~~that ~~shares~~we report charges of this ~~common~~nature ~~stock~~could ~~issuable~~contribute ~~upon~~to ~~exercise~~negative ofmarket ~~such~~perceptions ~~Private~~about ~~Placement~~us ~~Warrants.~~or Weour ~~will~~securities. ~~bear~~In ~~the~~addition, ~~cost~~charges of ~~registering~~this ~~these~~nature ~~securities.~~may cause ~~The~~us ~~registration~~to ~~and~~violate ~~availability~~net ofworth ~~such~~or aother ~~significant~~covenants ~~number~~to ofwhich ~~securities~~we ~~for~~may ~~trading~~be insubject ~~the~~as ~~public~~a ~~market~~result ~~may~~of ~~have~~assuming anpre-existing ~~adverse~~debt ~~effect~~held onby ~~the~~a target ~~market~~business ~~price~~or by virtue of our ~~common~~obtaining ~~stock.~~post-combination Indebt ~~addition~~financing. Accordingly, ~~the~~any ~~existence~~stockholders ofwho ~~the~~choose ~~registration~~to ~~rights~~remain stockholders ~~may~~following ~~make~~the ~~our initial~~ business combination ~~more~~could ~~costly~~suffer ora ~~difficult~~reduction toin ~~conclude.~~the ~~This~~value isof ~~because~~their ~~the~~shares. Such stockholders ofare ~~the~~unlikely to ~~target~~have ~~business~~a ~~may~~remedy ~~increase~~for ~~the~~such ~~equity~~reduction ~~stake~~in value unless they ~~seek~~are inable to successfully claim that the ~~combined~~reduction ~~entity~~was due to the breach by our officers or ~~ask~~directors ~~for~~of ~~more~~a ~~cash~~duty ~~consideration~~of tocare ~~offset~~or ~~the~~other ~~negative~~fiduciary ~~impact~~duty onowed ~~the~~to ~~market~~them, ~~price~~or ofif ~~our~~they ~~common~~are ~~stock~~able ~~that~~to issuccessfully ~~expected~~bring a ~~when~~private ~~the~~claim under securities ~~owned~~laws bythat ~~our~~the ~~initial~~tender ~~stockholders,~~offer ~~holders~~materials ofor ~~our~~proxy ~~Private~~statement ~~Placement~~relating ~~Warrants~~to orthe ~~their~~business ~~respective~~combination ~~permitted~~contained an ~~transferees~~actionable ~~are~~material ~~registered~~misstatement or material omission.

Because we are not limited to a particular industry, sector or any specific target businesses with which to pursue our initial business combination, there is no current basis for you to evaluate the merits or risks of any particular target business’s operations.19

WeIf ~~will~~third ~~seek~~parties tobring ~~complete~~claims aagainst ~~business~~us, ~~combination with an operating company in~~ the ~~asset~~proceeds ~~management sector, but may also pursue acquisition opportunities~~ held in any industry or sector, except that, under our amended and restated certificate of incorporation, we will not be permitted to effectuate our business combination with another blank check company or similar company with nominal operations. There is no current basis for you to evaluate the ~~possible~~Trust ~~merits~~Account orcould ~~risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination, we may~~ be ~~affected~~reduced ~~by numerous risks inherent in the industry or sector in which the target business operates or in the operations of the particular target business. Although our officers~~ and ~~directors will endeavor to evaluate~~ the ~~risks~~per-share ~~inherent~~redemption inamount areceived ~~particular~~by ~~target~~stockholders business, we cannot assure you that we will properly ascertain or assess all of the significant risk factors or that we will have adequate time to complete due diligence. Furthermore, some of these risks may be ~~outside~~less of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be more favorable to investors than ~~a direct investment, if such opportunity were available, in a business combination target~~$10.00 ~~Accordingly~~per share, ~~any~~plus ~~stockholders who choose to remain stockholders following~~ the ~~business~~pro ~~combination~~rata ~~could~~amount ~~suffer~~of ~~a reduction in~~ the ~~value~~Trust ofLoans ~~their~~deposited ~~shares. Such stockholders are unlikely to have a remedy for such reduction~~ in ~~value unless they are able to successfully claim that~~ the ~~reduction~~Trust ~~was~~Account ~~due~~at to the ~~breach~~time byof our ~~officers~~initial or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination ~~contained an actionable material misstatement~~ or ~~material omission~~liquidation.

WeOur placing of funds in the Trust Account may not protect those funds from third-party claims against us. Although we will seek ~~investment~~to ~~opportunities~~have inall ~~industries~~vendors, service providers (other than our independent registered public accounting firm), prospective target businesses or ~~sectors~~other entities with which we do business execute agreements with us waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account, such parties may not execute such agreements, or even if they execute such agreements they may not be ~~outside~~prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against our assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, our management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s ~~area~~engagement ofwould ~~expertise~~be significantly more beneficial to us than any alternative.

WeExamples ~~will~~of ~~consider~~possible instances where we may engage a ~~business~~third ~~combination~~party ~~outside~~that refuses to execute a waiver include the engagement of ~~our~~a third party consultant whose particular expertise or skills are believed by management’s ~~area~~to be significantly superior to those of ~~expertise~~other ifconsultants that would agree to execute a ~~business~~waiver ~~combination~~or ~~candidate~~in cases where management is ~~presented~~unable to usfind ~~and~~a weservice ~~determine~~provider willing to execute a waiver. In addition, there is no guarantee that such ~~candidate~~entities ~~offers~~will anagree ~~attractive~~to ~~investment~~waive ~~opportunity~~any ~~for~~claims ~~us.~~they Inmay have in the ~~event~~future weas ~~elect~~a toresult ~~pursue~~of, anor ~~investment~~arising ~~outside~~out of, any negotiations, contracts or agreements with us and to not seek recourse against the ~~areas~~Trust Account for any reason. Upon redemption of our ~~management’s~~Public ~~expertise~~Shares, ~~our~~if ~~management’s~~we ~~expertise~~are ~~may~~unable ~~not~~to becomplete ~~directly~~our ~~applicable~~business tocombination ~~its~~within ~~evaluation~~the orprescribed ~~operation~~timeframe, ~~and~~or upon the ~~information~~exercise of ~~regarding~~a ~~the~~redemption ~~areas~~right ofin connection with our ~~management’s~~business ~~expertise~~combination, ~~would~~we ~~not~~will be ~~relevant~~required to anprovide ~~understanding~~for payment of ~~the~~claims ~~business~~of creditors that wewere ~~elect~~not towaived ~~acquire.~~that Asmay abe ~~result~~brought against us within the 10 years following redemption. Accordingly, ~~our~~the ~~management~~per-share ~~may~~redemption amount ~~not~~received by public stockholders could be ~~able~~less tothan ~~adequately~~the ~~ascertain~~$10.00 orper ~~assess~~share ~~all~~initially ofheld in the ~~significant~~Trust ~~risk~~Account, ~~factors~~due to claims of such creditors. ~~Accordingly~~In order to protect the amounts held in the Trust Account, our Sponsor has agreed to be liable to us if and to the extent any ~~stockholders~~claims ~~who~~by ~~choose~~a vendor for services rendered or products sold to ~~remain~~us, ~~stockholders~~or ~~following~~a ~~our~~prospective target business ~~combination~~with ~~could~~which we ~~suffer~~have discussed entering into a ~~reduction~~transaction inagreement, reduce the ~~value~~amount of ~~their~~funds ~~shares~~in the Trust Account. ~~Such~~This ~~stockholders~~liability ~~are~~will ~~unlikely~~not apply with respect to ~~have~~any claims by a ~~remedy~~third ~~for~~party ~~such~~who ~~reduction~~executed ina ~~value~~waiver ~~unless~~of ~~they~~any ~~are~~right, ~~able~~title, tointerest ~~successfully~~or claim ~~that~~of any kind in or to any monies held in the ~~reduction~~Trust ~~was~~Account ~~due~~or to ~~the~~any ~~breach~~claims byunder our ~~officers~~indemnity orof ~~directors~~the underwriters of aour ~~duty~~initial ofpublic ~~care~~offering against orcertain ~~other~~liabilities, ~~fiduciary~~including ~~duty~~liabilities ~~owed~~under tothe ~~them~~Securities Act. Moreover, oreven ifin ~~they~~the ~~are~~event ~~able~~that an executed waiver is deemed to ~~successfully~~be ~~bring~~unenforceable against a ~~private~~third ~~claim~~party, ~~under~~our ~~securities~~Sponsor ~~laws~~will ~~that~~not be responsible to the ~~tender~~extent ~~offer~~of ~~materials~~any orliability ~~proxy~~for ~~statement~~such third ~~relating~~party claims. We have not independently verified whether our Sponsor has sufficient funds to ~~the~~satisfy ~~business~~its ~~combination~~indemnity ~~contained~~obligations and anwe ~~actionable~~have ~~material~~not ~~misstatement~~asked orour ~~material~~Sponsor ~~omission~~to reserve for such indemnification obligations. Therefore, we cannot assure you that our Sponsor would be able to satisfy those obligations.

1420

~~Table~~Our directors may decide not to enforce the indemnification obligations of ~~Contents~~our Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to our public stockholders.

~~Although~~In wethe ~~identified~~event ~~general~~that ~~criteria~~the proceeds in the Trust Account are reduced and ~~guidelines~~our Sponsor asserts that weit ~~believe~~is ~~are~~unable ~~important~~to insatisfy ~~evaluating~~its ~~prospective~~obligations ~~target~~or ~~businesses~~that it has no indemnification obligations related to a particular claim, our independent directors would determine whether to take legal action against our Sponsor to enforce its indemnification obligations. While we ~~may~~currently ~~enter~~expect ~~into~~that our ~~initial~~independent ~~business~~directors ~~combination~~would ~~with~~take alegal ~~target~~action on our behalf against our Sponsor to enforce its indemnification obligations to us, it is possible that ~~does~~our independent directors in exercising their business judgment may choose not ~~meet~~to ~~such~~do ~~criteria~~so ~~and~~if, ~~guidelines~~for example, ~~and~~the ascost aof ~~result,~~such legal action is deemed by the ~~target~~independent directors ~~business~~to ~~with~~be ~~which~~too wehigh ~~enter~~relative ~~into~~to ~~our~~the ~~initial~~amount ~~business~~recoverable ~~combination~~or ~~may~~if the independent directors determine that a favorable outcome is not ~~have~~likely. ~~attributes~~If ~~entirely~~our ~~consistent~~independent ~~with~~directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to our ~~general~~public ~~criteria~~stockholders ~~and~~may ~~guidelines~~be reduced below $10.00 per share.

~~Although we have identified general criteria and guidelines for evaluating prospective target businesses~~If, itafter iswe ~~possible~~distribute ~~that~~the aproceeds ~~target~~in ~~business~~the ~~with~~Trust ~~which~~Account to ~~we enter into~~ our ~~initial~~public ~~business~~stockholders, ~~combination will not have all of these positive attributes. If~~ we ~~complete~~file ~~our initial business combination with~~ a ~~target~~bankruptcy ~~that~~petition ~~does not meet some~~ or ~~all~~an ofinvoluntary ~~these~~bankruptcy ~~guidelines,~~petition ~~such~~is ~~combination~~filed ~~may~~against ~~not~~us ~~be as successful as a combination with a business~~ that ~~does~~is ~~meet all of our general criteria and guidelines. In addition, if we announce a prospective business combination with a target that does~~ not ~~meet our general criteria and guidelines~~ dismissed, a ~~greater~~bankruptcy ~~number~~court ~~of stockholders~~ may ~~exercise~~seek ~~their redemption rights, which may make it difficult for us~~ to ~~meet~~recover ~~any~~such ~~closing condition with a target business that requires us to have a minimum net worth or a certain amount of cash. In addition~~proceeds, ifand ~~stockholder approval of the transaction is required by law, or~~ we ~~decide~~and toour ~~obtain~~board ~~stockholder approval for business or other legal reasons, it~~ may be ~~more~~exposed ~~difficult for us~~ to ~~attain~~claims ~~stockholder approval~~ of ~~our~~punitive ~~initial business combination if the target business does not meet our general criteria and guidelines~~damages. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share on the liquidation of our Trust Account and our Warrants will expire worthless.

WeIf, ~~may~~after ~~seek~~we ~~investment~~distribute ~~opportunities~~the ~~with~~proceeds in athe ~~financially~~Trust ~~unstable~~Account ~~business~~to our public stockholders, we file a bankruptcy petition or an ~~entity~~involuntary ~~lacking~~bankruptcy anpetition ~~established~~is ~~record~~filed ofagainst us ~~revenue~~that oris ~~earnings~~not dismissed, ~~which~~any distributions received by stockholders could ~~subject~~be usviewed tounder ~~volatile~~applicable ~~revenues~~debtor/creditor and/or ~~earnings~~bankruptcy laws as either a “preferential transfer” or ~~difficulty~~a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by our stockholders. In addition, our board of directors may be viewed as having breached its fiduciary duty to our creditors and/or having acted in ~~retaining~~bad ~~key~~faith, ~~personnel~~thereby exposing it and us to claims of punitive damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors.

~~To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of sales or earnings~~If, webefore ~~may~~distributing bethe ~~affected~~proceeds ~~by numerous risks inherent~~ in the ~~operations~~Trust ofAccount to ~~the~~our ~~business~~public ~~with~~stockholders, ~~which~~ we ~~combine.~~file ~~These~~a ~~risks~~bankruptcy ~~include~~petition ~~volatile revenues~~ or ~~earnings~~an ~~and~~involuntary ~~difficulties~~bankruptcy inpetition ~~obtaining~~is ~~and~~filed ~~retaining~~against ~~key~~us ~~personnel.~~that ~~Although~~is ~~our~~not dismissed, ~~officers and directors will endeavor to evaluate~~ the ~~risks~~claims ~~inherent~~of creditors in asuch ~~particular~~proceeding ~~target business, we~~ may ~~not~~have bepriority ~~able~~over tothe ~~properly~~claims ~~ascertain or assess all~~ of ~~the~~our ~~significant~~stockholders ~~risk factors~~ and wethe ~~may~~per-share ~~not~~amount that ~~have~~would ~~adequate~~otherwise ~~time to complete due diligence. Furthermore, some of these risks may~~ be ~~outside~~received ofby our ~~control~~stockholders ~~and~~in ~~leave~~connection us with noour ~~ability~~liquidation tomay ~~control~~be ~~or reduce the chances that those risks will adversely impact a target business~~reduced.

WeIf, ~~are~~before ~~not~~distributing ~~required~~the proceeds in the Trust Account to ~~obtain~~our anpublic ~~opinion~~stockholders, ~~from~~we anfile ~~independent~~a ~~investment~~bankruptcy ~~banking~~petition or ~~accounting~~an ~~firm~~involuntary bankruptcy petition is filed against us that is not dismissed, ~~and~~the ~~consequently~~proceeds held in the Trust Account could be subject to applicable bankruptcy law, ~~you~~and may ~~have~~be noincluded in ~~assurance~~our ~~from~~bankruptcy anestate ~~independent~~and ~~source~~subject ~~that~~to the ~~price~~claims weof ~~are~~third ~~paying~~parties ~~for~~with priority over the ~~business~~claims isof ~~fair~~our tostockholders. usTo ~~from~~the aextent any ~~financial~~bankruptcy ~~point~~claims ofdeplete ~~view~~the Trust Account, the per-share amount that would otherwise be received by our stockholders in connection with our liquidation may be reduced.

~~Unless~~If we ~~complete our business combination with an affiliated entity, we~~ are ~~not~~deemed ~~required~~ to ~~obtain~~be an ~~opinion from an independent~~ investment ~~banking~~company orunder ~~accounting firm that~~ the ~~price~~Investment Company Act, we ~~are~~may ~~paying~~be isrequired ~~fair~~ to usinstitute ~~from~~burdensome acompliance ~~financial~~requirements ~~point~~and ~~of view. If no opinion is obtained,~~ our ~~stockholders~~activities ~~will~~may be ~~relying on the judgment of our board of directors~~restricted, ~~who~~which ~~will~~may make ~~determine~~it ~~fair~~difficult ~~market~~for ~~value~~us ~~based~~to oncomplete ~~standards generally accepted by the financial community. Such standards used will be disclosed in~~ our ~~tender offer documents or proxy solicitation materials, as applicable, related to our initial~~ business combination.

WeIf ~~may~~we ~~issue~~are ~~additional~~deemed ~~common or preferred shares~~ to ~~complete~~be ~~our~~an ~~initial~~investment company ~~business combination or~~ under anthe ~~employee~~Investment ~~incentive~~Company ~~plan after completion of our initial business combination~~Act, ~~which would dilute the interest of~~ our ~~stockholders~~activities ~~and~~may ~~likely~~be ~~present~~restricted, ~~other risks.~~including:

~~Our~~• ~~amended~~restrictions ~~and~~on ~~restated certificate of incorporation authorizes~~ the ~~issuance~~nature of up to 400,000,000 shares of common stock, par value $0.0001 per share, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There are 370,000,000 authorized but unissued shares of common stock available for issuance including shares reserved for issuance upon exercise of outstanding Warrants. We may issue a substantial number of additional shares of common or preferred stock to complete our ~~initial~~investments; ~~business combination or under an employee incentive plan after completion of our initial business combination, provided that, under our amended~~ and restated certificate of incorporation, we may not, prior to our initial business combination, issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on our initial business combination. The issuance of additional shares of common or preferred stock:

• ~~may~~restrictions ~~significantly~~on ~~dilute~~ the ~~equity~~issuance ~~interest~~ of ~~our investors;~~securities,

~~• may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded our common stock;~~21

•Each ~~could cause a change~~ of ~~control if a substantial number of shares of our common stock are issued,~~ which may ~~affect,~~make ~~among~~it ~~other~~difficult for ~~things,~~us ~~our ability~~ to ~~use~~complete our ~~net~~business ~~operating~~combination. ~~loss~~In ~~carry forwards~~addition, ifwe ~~any,~~may ~~and~~have ~~could~~imposed ~~result~~upon inus ~~the~~burdensome ~~resignation~~requirements, ~~or removal of our present officers and directors; and~~including:

15• registration as an investment company;

~~Table~~• adoption of ~~Contents~~a specific form of corporate structure; and

• ~~may~~reporting, ~~adversely~~record ~~affect~~keeping, ~~prevailing~~voting, ~~market~~proxy ~~prices~~and ~~for~~disclosure ~~our~~requirements ~~units,~~and ~~common~~other ~~stock~~rules and~~/or~~ ~~Warrants~~regulations.

~~Resources~~In ~~could~~order not to be ~~wasted~~regulated inas ~~researching~~an investment ~~acquisitions~~company under the Investment Company Act, unless we can qualify for an exclusion, we must ensure that we are engaged primarily in a business other than investing, reinvesting or trading in securities and that our activities do not ~~completed~~include investing, reinvesting, ~~which~~owning, ~~could~~holding ~~materially~~or ~~adversely~~trading ~~affect~~“investment ~~subsequent~~securities” ~~attempts~~constituting tomore ~~locate~~than 40% of our total assets (exclusive of U.S. government securities and ~~acquire~~cash oritems) ~~merge~~on ~~with~~an ~~another~~unconsolidated ~~business~~basis. IfOur webusiness ~~are~~will ~~unable~~be to identify and complete ~~our~~a ~~initial~~business combination and thereafter to operate the post-transaction business ~~combination,~~or ~~our~~assets ~~public~~for ~~stockholders~~the ~~may~~long ~~receive~~term. ~~only~~We ~~approximately~~do ~~$10~~not plan to buy businesses or assets with a view to resale or profit from their resale.00 ~~per~~We ~~share~~do onnot ~~the~~plan ~~liquidation~~to ofbuy ~~our~~unrelated ~~Trust~~businesses ~~Account~~or ~~and~~assets ~~our~~or ~~Warrants~~to ~~will~~be ~~expire~~a ~~worthless~~passive investor.

We ~~anticipate~~do not believe that our anticipated principal activities will subject us to the ~~investigation~~Investment ofCompany ~~each~~Act. ~~specific~~To ~~target~~this ~~business~~end, ~~and~~the proceeds held in the ~~negotiation,~~Trust ~~drafting~~Account ~~and~~may ~~execution~~only be invested in United States “government securities” within the meaning of ~~relevant~~Section ~~agreements~~2(a)(16) of the Investment Company Act having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Pursuant to the trust agreement, ~~disclosure~~the trustee ~~documents~~is ~~and~~not permitted to invest in other ~~instruments~~securities ~~will~~or ~~require~~assets. ~~substantial~~By ~~management~~restricting ~~time~~the investment of the proceeds to these instruments, and ~~attention~~by having a business plan targeted at acquiring and ~~substantial~~growing ~~costs~~businesses for ~~accountants,~~the ~~attorneys~~long ~~and~~term ~~others.~~(rather Ifthan weon ~~decide~~buying ~~not~~and toselling businesses ~~complete~~in the manner of a ~~specific~~merchant ~~initial~~bank ~~business~~or ~~combination,~~private ~~the~~equity ~~costs~~fund), ~~incurred~~we upintend to ~~that~~avoid ~~point~~being ~~for~~deemed an “investment company” within the ~~proposed~~meaning ~~transaction~~of ~~likely~~the ~~would~~Investment Company Act. Our securities are not beintended ~~recoverable~~for persons who are seeking a return on investments in government securities or investment securities. ~~Furthermore,~~The ifTrust weAccount ~~reach~~is anintended ~~agreement~~as ~~relating~~a holding place for funds pending the earliest to aoccur ~~specific~~of: ~~target~~(i) the completion of our primary business objective, wewhich ~~may~~is ~~fail~~a business combination; (ii) a stockholder vote to amend our amended and restated certificate of incorporation to modify the substance or timing of our obligation to redeem 100% of our Public Shares if we do not complete our initial business ~~combination~~by ~~for~~(a) ~~any~~October ~~number~~1, of2017 ~~reasons~~or ~~including~~(b) ~~those~~if ~~beyond~~prior ~~our~~to ~~control.~~October ~~Any~~1, ~~such~~2017, ~~event~~the Company publicly discloses that an extension past October 1, 2017 will ~~result~~not inprevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017; and (iii) absent a ~~loss~~business combination, our return of the funds held in the Trust Account to usour public stockholders as part of our redemption of the ~~related~~Public ~~costs~~Shares ~~incurred~~and ~~which~~liquidation. ~~could~~If ~~materially~~we ~~adversely~~do ~~affect~~not invest ~~subsequent~~the ~~attempts~~proceeds as discussed above, we may be deemed to ~~locate~~be ~~and~~subject ~~acquire~~to orthe ~~merge~~Investment Company Act. If we were deemed to be subject to the Investment Company Act, compliance with ~~another~~these additional regulatory burdens would require additional expenses for which we have not allotted funds and may hinder our ability to complete a business combination. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share, plus the pro rata amount of the Trust Loans deposited in the Trust Account at the time of our initial business combination or liquidation, on the liquidation of our Trust Account and our Warrants will expire worthless.

Our ability to successfully effect our initial business combination and to be successful thereafter will be totally dependent upon the efforts of our key personnel, some of whom may join us following our initial business combination. The loss of key personnel or the hiring of ineffective personnel after the business combination could negatively impact the operations and profitability of our post-combination business.22

Our ~~ability~~stockholders tomay successfully effect our business combination is dependent upon the efforts of our key personnel, including, in particular, Messrs. Schorsch and Kahane, with regard to our selection of a target company. The role of our key personnel in the target business, however, cannot presently be ~~ascertained.~~held ~~Although~~liable ~~some~~for ofclaims ~~our~~by ~~key~~third ~~personnel~~parties against ~~may~~us remain with the target business in senior management or advisory positions following our business combination, it is likely that some or all of the management of the target business will remain in place. While we intend to closely scrutinize any individuals we engage after our business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the ~~requirements~~extent of ~~operating~~distributions areceived ~~company regulated~~ by ~~the SEC, which could cause us to have to expend time and resources helping~~ them ~~become~~upon ~~familiar~~redemption ~~with~~of ~~such~~their ~~requirements~~shares.

~~Our~~Under ~~key~~the ~~personnel~~Delaware General Corporation Law, or DGCL, stockholders may ~~negotiate~~be ~~employment~~held orliable ~~consulting~~for ~~agreements~~claims ~~with~~by third parties against a ~~target~~corporation ~~business~~to inthe ~~connection~~extent ~~with~~of distributions received by them in a ~~particular~~dissolution. The pro rata portion of our Trust Account distributed to our public stockholders upon the redemption of our Public Shares in the event we do not complete our initial business combination. ~~These~~by ~~agreements~~(a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 may ~~provide~~be considered a liquidation distribution under Delaware law. If a corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for ~~them~~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 ~~receive~~stockholders, ~~compensation~~any ~~following~~liability ~~our~~of ~~business~~stockholders ~~combination~~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. However, it is our intention to redeem our Public Shares as soon as reasonably possible following (a) ~~result~~October 1, ~~may~~2017 ~~cause~~or ~~them~~(b) if prior to October ~~have~~1, ~~conflicts~~2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of ~~interest~~its securities on The Nasdaq Capital Market, December 31, 2017 in ~~determining~~the ~~whether~~event awe ~~particular~~do not complete our business combination and, istherefore, ~~the~~we ~~most~~do ~~advantageous~~not intend to comply with those procedures.

~~Our~~Because ~~key~~we ~~personnel~~will ~~may~~not be ~~able~~complying ~~to remain~~ with Section ~~the~~280, ~~company~~Section ~~after~~281(b) of the ~~completion~~DGCL ofrequires ~~our~~us ~~business~~to ~~combination~~adopt ~~only~~a ifplan, ~~they~~based ~~are~~on ~~able~~facts known to ~~negotiate~~us ~~employment~~at such time that will provide for our payment of all existing and pending claims or ~~consulting~~claims ~~agreements~~that inmay ~~connection~~be ~~with~~potentially brought against us within the ~~business~~10 ~~combination~~years following our dissolution. ~~Such~~However, ~~negotiations~~because ~~would~~we ~~take~~are ~~place~~a ~~simultaneously~~blank ~~with~~check ~~the~~company, ~~negotiation~~rather ofthan ~~the~~an ~~business~~operating ~~combination~~company, and ~~could~~our ~~provide~~operations will be limited to searching for ~~such~~prospective ~~individuals~~target businesses to ~~receive~~acquire, ~~compensation~~the inonly ~~the~~likely ~~form~~claims ofto ~~cash~~arise ~~payments~~would ~~and/~~be from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses. If our ~~securities~~plan ~~for~~of ~~services~~distribution ~~they~~complies ~~would~~with ~~render~~Section 281(b) of the DGCL, any liability of stockholders with respect to usa ~~after~~liquidating distribution is limited to the ~~completion~~lesser of such stockholder’s pro rata share of the ~~business~~claim ~~combination.~~or ~~The~~the ~~personal~~amount distributed to the stockholder, and ~~financial~~any ~~interests~~liability of ~~such~~the ~~individuals~~stockholder ~~may~~would ~~influence~~likely ~~their~~be ~~motivation~~barred after inthe ~~identifying~~third ~~and~~anniversary ~~selecting~~of athe ~~target~~dissolution. ~~business~~We cannot assure you that we will properly assess all claims that may be potentially brought against us. ~~However~~As such, weour ~~believe~~stockholders could potentially be liable for any claims to the ~~ability~~extent of ~~such~~distributions ~~individuals~~received by tothem ~~remain~~(but ~~with~~no usmore) ~~after~~and ~~the~~any ~~completion~~liability of our ~~business~~stockholders ~~combination~~may ~~will~~extend ~~not~~beyond bethe third anniversary of such date. Furthermore, if the ~~determining~~pro ~~factor~~rata inportion of our ~~decision~~Trust asAccount distributed to ~~whether~~our orpublic ~~not~~stockholders upon the redemption of our Public Shares in the event we ~~will~~do ~~proceed~~not ~~with~~complete ~~any~~our ~~potential~~initial business combination. ~~There~~by is(a) noOctober ~~certainty~~1, ~~however~~2017 or (b) if prior to October 1, 2017, the Company publicly discloses that ~~any~~an ofextension ~~our~~past ~~key~~October ~~personnel~~1, 2017 will ~~remain~~not ~~with~~prevent usthe ~~after~~Company from maintaining the ~~completion~~listing of ~~our~~its ~~business~~securities on ~~combination.~~The WeNasdaq ~~cannot~~Capital ~~assure~~Market, ~~you~~December ~~that~~31, ~~any~~2017 ofis ~~our~~not ~~key~~considered ~~personnel~~a ~~will~~liquidation ~~remain~~distribution inunder ~~senior~~Delaware ~~management~~law orand ~~advisory~~such ~~positions~~redemption distribution ~~with~~is ~~us.~~deemed ~~The~~to ~~determination~~be asunlawful, then pursuant to ~~whether~~Section ~~any~~174 of ~~our~~the ~~key~~DGCL, ~~personnel~~the ~~will~~statute ~~remain~~of ~~with~~limitations usfor ~~will~~claims of creditors could then be ~~made~~six atyears after the ~~time~~unlawful redemption distribution, instead of ~~our~~three ~~initial~~years, ~~business~~as ~~combination~~in the case of a liquidation distribution.

We may have a limited ability to assess the management of a prospective target business and, as a result, may effect our initial business combination with a target business whose management may not have the skills, qualifications or abilities to manage a public company, which could, in turn, negatively impact the value of our stockholders’ investment in us.23

~~When~~We ~~evaluating~~have ~~the~~not ~~desirability~~registered ~~of effecting our initial business combination with a prospective target business, our ability to assess~~ the ~~target~~shares ~~business’ management may be limited due to a lack~~ of ~~time,~~common ~~resources~~stock orissuable upon ~~information.~~exercise ~~Our assessment~~ of the ~~capabilities~~Warrants ofunder the ~~target’s~~Securities ~~management,~~Act ~~therefore,~~or ~~may~~any ~~prove~~state tosecurities belaws, ~~incorrect~~ and such ~~management~~registration may ~~lack the skills, qualifications or abilities we suspected. Should the target’s management~~ not ~~possess~~be ~~the~~in ~~skills,~~place when ~~qualifications~~an orinvestor ~~abilities~~desires ~~necessary~~ to ~~manage~~exercise ~~a public company~~Warrants, ~~the~~thus ~~operations~~precluding ~~and~~such ~~profitability~~investor offrom ~~the~~being ~~post-combination~~able ~~business~~to ~~may~~exercise beits ~~negatively~~Warrants ~~impacted.~~and ~~Accordingly,~~causing such ~~any~~Warrants ~~stockholders who choose~~ to ~~remain~~expire ~~stockholders following the business combination could suffer a~~ worthless.

16We have not registered the shares of common stock issuable upon exercise of the Warrants under the Securities Act or any state securities laws. However, under the terms of the warrant agreement, we have agreed to use our best efforts to file a registration statement under the Securities Act covering such shares and to maintain a current prospectus relating to the common stock issuable upon exercise of the Warrants, until the expiration of the Warrants in accordance with the provisions of the warrant agreement. We cannot assure you that we will be able to do so if, for example, any facts or events arise which represent a fundamental change in the information set forth in the registration statement or prospectus relating thereto, the financial statements contained or incorporated by reference therein are not current or correct or the SEC issues a stop order. If the shares issuable upon exercise of the Warrants are not registered under the Securities Act, we will be required to permit holders to exercise their Warrants on a cashless basis. However, no warrant will be exercisable for cash or on a cashless basis, and we will not be obligated to issue any shares to holders seeking to exercise their Warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, unless an exemption is available. Notwithstanding the above, if our common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, we may, at our option, require holders of public Warrants who exercise their Warrants to do so a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event we so elect, we will not be required to file or maintain in effect a registration statement or register or qualify the shares under blue sky laws. In no event will we be required to net cash settle any warrant, or issue securities or other compensation in exchange for the Warrants in the event that we are unable to register or qualify the shares underlying the Warrants under the Securities Act or applicable state securities laws. If the issuance of the shares upon exercise of the Warrants is not so registered or qualified or exempt from registration or qualification, the holder of such warrant shall not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In such event, holders who acquired their Warrants as part of a purchase of units will have paid the full unit purchase price solely for the shares of common stock included in the units. If and when the Warrants become redeemable by us, we may exercise our redemption right even if we are unable to register or qualify the underlying shares of common stock for sale under all applicable state securities laws.

~~Table~~The grant of ~~Contents~~registration rights to our Sponsor and independent directors and holders of our Private Placement Warrants may make it more difficult to complete our initial business combination, and the future exercise of such rights may adversely affect the market price of our common stock.

~~reduction~~ Pursuant to an agreement that we entered into concurrently with the issuance and sale of the securities in our initial public offering, our Sponsor and independent directors and their permitted transferees can demand that we register the ~~value~~Founder Shares, holders of our Private Placement Warrants and their permitted transferees can demand that we register the Private Placement Warrants and the shares. ~~Such~~of ~~stockholders~~common ~~are~~stock ~~unlikely~~issuable toupon ~~have~~exercise of athe ~~remedy~~Private ~~for~~Placement ~~such~~Warrants ~~reduction~~and inholders ~~value~~of ~~unless~~Warrants ~~they~~that ~~are~~may ~~able~~be toissued ~~successfully~~upon ~~claim~~conversion of working capital loans may demand that we register such Warrants or the ~~reduction~~common ~~was~~stock ~~due~~issuable upon conversion of such Warrants. The registration rights will be exercisable with respect to the ~~breach~~Founder byShares ~~our~~and ~~officers~~the orPrivate ~~directors~~Placement Warrants and the shares of common stock issuable upon exercise of such Private Placement Warrants. We will bear the cost of registering these securities. The registration and availability of such a ~~duty~~significant number of ~~care~~securities orfor ~~other~~trading ~~fiduciary~~in ~~duty~~the ~~owed~~public tomarket ~~them~~may have an adverse effect on the market price of our common stock. In addition, orthe ifexistence ~~they~~of ~~are~~the ~~able~~registration rights may make our initial business combination more costly or difficult to ~~successfully~~conclude. ~~bring~~This ais ~~private~~because ~~claim~~the ~~under~~stockholders ~~securities~~of ~~laws~~the ~~that~~target business may increase the ~~tender~~equity ~~offer~~stake ~~materials~~they seek in the combined entity or ~~proxy~~ask ~~statement~~for ~~relating~~more cash consideration to offset the ~~business~~negative ~~combination~~impact ~~contained~~on anthe ~~actionable~~market ~~material~~price ~~misstatement~~of our common stock that is expected when the securities owned by our Sponsor and independent directors, holders of our Private Placement Warrants or ~~material~~their ~~omission~~respective permitted transferees are registered.

Our executive officers and directors will allocate their time to other businesses thereby causing conflicts of interest in their determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to complete our initial business combination.24

~~Our~~Because ~~executive~~we ~~officers and directors~~ are not ~~required~~limited to, ~~and will not, commit their full time to our affairs, which may result in~~ a ~~conflict~~particular of interest in allocating their time between our operations and our search for a business combination and their other businesses. We estimate that our officers will dedicate an average of 15 to 20 hours per week to our affairsindustry, ~~and~~sector or ~~at least 25 to 30 hours per week to their other business affairs, although they are under no obligation to devote~~ any specific ~~number~~target ofbusinesses ~~hours~~with towhich ~~our affairs. We do not intend~~ to ~~have~~pursue ~~any full-time employees prior to the completion of~~ our initial business combination., ~~Each~~there ~~of our executive officers~~ is ~~engaged~~no incurrent ~~several~~basis ~~other business endeavors~~ for ~~which~~you ~~he or she may be entitled~~ to ~~substantial~~evaluate the ~~compensation~~merits ~~and our executive officers are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers~~ or ~~board~~risks ~~members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts~~ of ~~time~~any toparticular ~~such~~target ~~affairs in excess of their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial~~ business’s ~~combination~~operations.

~~Certain~~We will seek to complete a business combination with an operating company in the asset management sector, but may also pursue acquisition opportunities in any industry or sector, except that, under our amended and restated certificate of incorporation, we will not be permitted to effectuate our business ~~executive~~combination with another blank check company or similar company with nominal operations. There is no current basis for you to evaluate the possible merits or risks of any particular target business’s operations, results of operations, cash flows, liquidity, financial condition or prospects. To the extent we complete our business combination, we may be affected by numerous risks inherent in the industry or sector in which the target business operates or in the operations of the particular target business. Although our officers and directors ~~are~~will ~~now~~endeavor to evaluate the risks inherent in a particular target business, ~~and~~we cannot assure you that we will properly ascertain or assess all of ~~them~~the ~~may~~significant inrisk ~~the~~factors ~~future~~or ~~become~~that we will have adequate time to complete due diligence. Furthermore, ~~affiliated~~some ~~with~~of ~~entities~~these ~~engaged~~risks inmay ~~business~~be ~~activities~~outside ~~similar~~of our control and leave us with no ability to control or reduce the chances that those ~~intended~~risks will adversely impact a target business. We also cannot assure you that an investment in our units will ultimately prove to be ~~conducted~~more byfavorable usto ~~and~~investors than a direct investment, ~~accordingly~~if such opportunity were available, ~~may~~in ~~have~~a ~~conflicts~~business combination oftarget. ~~interest~~Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in ~~allocating~~the value of their ~~time~~shares. ~~and~~Such ~~determining~~stockholders are unlikely to ~~which~~have ~~entity~~a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a ~~particular~~duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business ~~opportunity~~combination ~~should~~contained bean ~~presented~~actionable material misstatement or material omission.

~~Until~~We wemay ~~consummate~~seek ~~our~~investment ~~initial~~opportunities ~~business combination, we intend to engage~~ in ~~the~~industries ~~business~~or ofsectors which ~~identifying~~may ~~and combining with one~~ or ~~more businesses. Our executive officers and directors are, and~~ may innot ~~the~~be ~~future~~outside ~~become,~~of ~~affiliated~~our ~~with~~management’s ~~entities~~area ~~that~~of ~~are engaged in a similar business~~expertise.

~~Our~~We ~~officers~~will ~~and~~consider ~~directors~~a ~~also~~business ~~may~~combination outside ~~become~~of ~~aware~~our management’s area of expertise if a business ~~opportunities~~combination candidate is presented to us and we determine that such ~~may~~candidate beoffers ~~appropriate~~an attractive investment opportunity for ~~presentation~~us. In the event we elect to uspursue an investment outside of the areas of our management’s expertise, our management’s expertise may not be directly applicable to its evaluation or operation, and the ~~other~~information ~~entities~~regarding the areas of our management’s expertise would not be relevant to ~~which~~an ~~they~~understanding of ~~owe~~the ~~certain~~business ~~fiduciary~~that orwe ~~contractual~~elect ~~duties~~to acquire. ~~Accordingly~~As a result, ~~they~~our management may ~~have~~not ~~conflicts~~be able to adequately ascertain or assess all of the ~~interest~~significant inrisk ~~determining~~factors. Accordingly, any stockholders who choose to ~~which~~remain ~~entity~~stockholders afollowing ~~particular~~our business ~~opportunity~~combination could ~~should~~suffer bea ~~presented~~reduction in the value of their shares. ~~These~~Such ~~conflicts~~stockholders ~~may~~are ~~not~~unlikely beto ~~resolved~~have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our ~~favor~~officers ~~and~~or directors of a ~~potential~~duty ~~target~~of ~~business~~care or ~~may~~other befiduciary ~~presented~~duty owed to ~~another~~them, ~~entity~~or ~~prior~~if they are able to ~~its~~successfully ~~presentation~~bring a private claim under securities laws that the tender offer materials or proxy statement relating to usthe business combination contained an actionable material misstatement or material omission.

~~Our~~Although ~~executive~~we ~~officers,~~identified ~~directors,~~general ~~security~~criteria ~~holders~~ and ~~their~~guidelines ~~respective~~that we ~~affiliates~~believe are important in evaluating prospective target businesses, we may ~~have~~enter ~~competitive~~into ~~pecuniary~~our ~~interests~~initial business combination with a target that ~~conflict~~does not meet such criteria and guidelines, and as a result, the target business with which we enter into our ~~interests~~initial business combination may not have attributes entirely consistent with our general criteria and guidelines.

WeAlthough we have ~~not~~identified ~~adopted~~general criteria aand ~~policy~~guidelines for evaluating prospective target businesses, it is possible that ~~expressly~~a ~~prohibits~~target business with which we enter into our ~~directors,~~initial ~~executive~~business ~~officers,~~combination ~~security~~will ~~holders~~not orhave ~~affiliates~~all ~~from~~of ~~having~~these apositive ~~direct~~attributes. orIf ~~indirect~~we ~~pecuniary~~complete orour ~~financial~~initial ~~interest~~business incombination with ~~any~~a ~~investment~~target tothat bedoes ~~acquired~~not meet some or ~~disposed~~all of bythese usguidelines, orsuch incombination ~~any~~may ~~transaction~~not tobe ~~which~~as wesuccessful ~~are~~as a ~~party~~combination orwith a ~~have~~business anthat ~~interest~~does meet all of our general criteria and guidelines. In ~~fact~~addition, if we ~~may~~announce ~~enter into~~ a prospective business combination with a target ~~business~~ that isdoes ~~affiliated~~not ~~with~~meet our ~~Sponsor~~general criteria and guidelines, ~~our~~a ~~directors~~greater ornumber ~~executive~~of ~~officers~~stockholders may exercise their redemption rights, ~~although~~which wemay domake ~~not~~it ~~intend~~difficult tofor dous ~~so.~~to ~~Nor~~meet doany weclosing ~~have~~condition with a ~~policy~~target business that ~~expressly~~requires ~~prohibits~~us ~~any~~to ~~such~~have ~~persons~~a ~~from~~minimum net ~~engaging~~worth ~~for~~or ~~their~~a ~~own~~certain ~~account~~amount inof ~~business~~cash. ~~activities~~In addition, if stockholder approval of the ~~types~~transaction ~~conducted~~is required by law, or we decide to obtain stockholder approval for business or other legal reasons, it may be more difficult for us to attain stockholder approval of our initial business combination if the target business does not meet our general criteria and guidelines. ~~Accordingly,~~If ~~such~~we ~~persons~~are orunable to ~~entities~~complete our initial business combination, our public stockholders may ~~have~~receive aonly ~~conflict~~approximately ~~between~~$10.00 ~~their~~per ~~interests~~share, plus the pro rata amount of the Trust Loans deposited in the Trust Account at the time of our initial business combination or liquidation, on the liquidation of our Trust Account and ~~ours~~our Warrants will expire worthless.

We may engage in a business combination with one or more target businesses that have relationships with entities that may be affiliated with our Sponsor, executive officers, directors or existing holders which may raise potential conflicts of interest.25

InWe ~~light of the involvement of our Sponsor, executive officers and directors with other entities, we~~ may ~~decide~~seek toinvestment acquire one or more businesses affiliated with our Sponsor, executive officers and directors. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination opportunities. ~~Our Sponsor, officers and directors are not currently aware of any specific opportunities for us to complete our business combination~~ with ~~any entities with which they are affiliated, and there have been no preliminary discussions concerning~~ a financially unstable business ~~combination~~or ~~with~~an ~~any such~~ entity orlacking ~~entities.~~an ~~Although~~established werecord ~~will~~of ~~not~~revenue ~~be specifically focusing on,~~ or ~~targeting~~earnings, ~~any~~which ~~transaction~~could ~~with~~subject ~~any~~us affiliated entities, we would pursue such a transaction if we determined that such affiliated entity met our criteria for a business combination and such transaction was approved by a majority of our disinterested directors. Despite our agreement to ~~obtain~~volatile anrevenues ~~opinion~~or ~~from~~earnings or andifficulty ~~independent~~in ~~investment~~retaining ~~banking~~key ~~firm regarding the fairness to us from a financial point of view of a business~~ personnel.

17To the extent we complete our initial business combination with a financially unstable business or an entity lacking an established record of sales or earnings, we may be affected by numerous risks inherent in the operations of the business with which we combine. These risks include volatile revenues or earnings and difficulties in obtaining and retaining key personnel. Although our officers and directors will endeavor to evaluate the risks inherent in a particular target business, we may not be able to properly ascertain or assess all of the significant risk factors and we may not have adequate time to complete due diligence. Furthermore, some of these risks may be outside of our control and leave us with no ability to control or reduce the chances that those risks will adversely impact a target business.

~~Table~~We are not required to obtain an opinion from an independent investment banking or accounting firm, and consequently, you may have no assurance from an independent source that the price we are paying for the business is fair to us from a financial point of ~~Contents~~view.

~~combination~~Unless we complete our business combination with ~~one~~an oraffiliated ~~more~~entity, ~~domestic~~we orare ~~international~~not ~~businesses~~required ~~affiliated~~to ~~with~~obtain ~~our~~an ~~executive~~opinion ~~officers,~~from ~~directors~~an independent investment banking or ~~existing~~accounting ~~holders,~~firm ~~potential~~that the ~~conflicts~~price ofwe ~~interest~~are ~~still~~paying ~~may~~is ~~exist~~fair ~~and,~~to asus from a ~~result~~financial point of view. If no opinion is obtained, our stockholders will be relying on the ~~terms~~judgment of our board of directors, who will determine fair market value based on standards generally accepted by the ~~business~~financial community. ~~combination~~Such ~~may~~standards ~~not~~used will be asdisclosed ~~advantageous~~in to our ~~public~~tender ~~stockholders~~offer asdocuments ~~they~~or ~~would~~proxy besolicitation ~~absent~~materials, ~~any~~as ~~conflicts~~applicable, related ofto ~~interest~~our initial business combination.

~~Since~~We ~~our~~may ~~Sponsor,~~issue ~~executive~~additional ~~officers~~common ~~and~~or ~~directors~~preferred ~~will~~shares ~~lose~~to ~~their entire investment in us if~~ complete our initial business combination isor ~~not~~under ~~completed,~~an aemployee ~~conflict~~incentive ofplan ~~interest~~after ~~may~~completion ~~arise~~of inour ~~determining~~initial ~~whether a particular~~ business combination, ~~target~~which would isdilute ~~appropriate~~the ~~for~~interest of our ~~initial~~stockholders ~~business~~and ~~combination~~likely present other risks.

OnOur ~~August~~amended 1,and ~~2014,~~restated ~~our~~certificate of ~~Sponsor~~incorporation ~~purchased~~authorizes anthe ~~aggregate~~issuance of 8up to 19,~~625~~000,000 ~~Founder~~shares ~~Shares for an aggregate purchase price~~ of ~~$25~~common stock,~~000,~~ orpar ~~approximately~~value $0.~~003~~0001 per share~~. The number of Founder Shares issued was determined based on the expectation that such Founder Shares would represent 20% of the outstanding shares after our initial public offering. On October 1~~, ~~2014,~~and ~~our Sponsor returned to us, at no cost, an aggregate of~~ 1,~~725,~~000 ~~Founder Shares~~, ~~which we cancelled. Thereafter, our Sponsor sold 20,~~000 shares ~~Founder Shares at their original purchase price to each~~ of ~~our~~preferred ~~independent directors. On December 4~~stock, ~~2014,~~par asvalue a result of the underwriters' election not to exercise the over-allotment option in connection with our initial public offering, our Sponsor and each of our independent directors forfeited an aggregate of 900,000 Founder Shares$0.0001 ~~The~~per ~~Founder Shares will be worthless if we do not complete an initial business combination~~share. InThere ~~addition,~~are ~~on October 7~~10, ~~2014~~493,889 ~~our~~authorized ~~Sponsor~~but ~~purchased~~unissued anshares ~~aggregate~~ of ~~6,550,000 Private Placement Warrants, each exercisable for one share of our~~ common stock atavailable for ~~$11.50~~issuance ~~per~~including ~~share,~~shares reserved for aissuance ~~purchase~~upon ~~price~~exercise of ~~$6,550,000,~~outstanding ~~or $1~~Warrants.00 ~~per~~We ~~warrant,~~may ~~that~~issue ~~will also be worthless if we do not complete~~ a ~~business~~substantial ~~combination.~~number ~~The~~of additional ~~Founder Shares are identical to the~~ shares of common ~~stock~~or ~~included~~preferred instock ~~the Public Units, and holders of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares are subject~~ to ~~certain~~complete ~~transfer restrictions, as described herein, and (ii)~~ our initial ~~stockholders have entered into letter agreements with us, pursuant to which they have agreed (A) to vote any Founder Shares and Public Shares owned by them in favor of any proposed~~ business combination, ~~(B) not to redeem any Founder Shares~~ or ~~Public~~under ~~Shares~~an ~~owned~~employee byincentive ~~them~~plan after incompletion ~~connection~~of ~~with~~our ~~a stockholder vote to approve a proposed~~ initial business combination, ~~(C)~~provided tothat, ~~waive~~under ~~their~~our ~~redemption~~amended ~~rights with respect to their Founder Shares~~ and ~~Public~~restated ~~Shares~~certificate ~~in connection with the completion~~ of ~~our~~incorporation, we ~~initial~~may ~~business~~not, ~~combination~~prior ~~and (D)~~ to ~~waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete~~ our initial business combination, ~~within~~issue 24additional ~~months~~shares ~~from the closing~~ of ~~our~~capital ~~initial~~stock ~~public~~that ~~offering,~~would ~~although~~entitle ~~they~~the ~~will~~holders thereof ~~be entitled~~ to ~~liquidating~~(i) ~~distributions~~receive funds from the Trust Account ~~with~~or ~~respect~~(ii) ~~to any Public Shares they hold if we fail to complete our initial business combination within such time period. If we submit our initial business combination to our public stockholders for a~~ vote, ~~our~~on ~~initial stockholders have agreed to vote their Founder Shares and any Public Shares purchased during or after~~ our initial ~~public offering in favor of our initial~~ business combination. The ~~personal~~issuance ~~and financial interests~~ of ~~our~~additional shares ~~executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation~~ of ~~the~~common ~~business~~or ~~following~~preferred ~~the initial business combination.~~stock:

We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.26

~~Although~~• ~~we have no commitments as of the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we~~ may ~~choose~~significantly todilute ~~incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from~~ the ~~lender~~equity ~~a waiver of any right, title,~~ interest ~~or claim~~ of ~~any~~our kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:investors;

• ~~default~~may ~~and~~subordinate ~~foreclosure~~the onrights ~~our~~of ~~assets~~holders ifof ~~our~~common ~~operating~~stock ~~revenues~~if ~~after~~preferred anstock ~~initial~~is ~~business~~issued ~~combination~~with ~~are~~rights ~~insufficient~~senior to ~~repay~~those afforded our ~~debt~~common ~~obligations~~stock;

• ~~acceleration~~could cause a change of ~~our~~control ~~obligations~~if toa ~~repay~~substantial ~~the~~number ~~indebtedness~~of ~~even~~shares ifof weour ~~make~~common ~~all~~stock ~~principal~~are ~~and~~issued, ~~interest~~which ~~payments~~may ~~when~~affect, ~~due~~among ifother wethings, ~~breach~~our ~~certain~~ability ~~covenants~~to ~~that~~use ~~require~~our ~~the~~net ~~maintenance~~operating ofloss ~~certain~~carry ~~financial~~forwards, ~~ratios~~if orany, ~~reserves~~and ~~without~~could aresult ~~waiver~~in the resignation or ~~renegotiation~~removal of ~~that~~our ~~covenant~~present officers and directors; and

• ~~our~~may ~~immediate~~adversely ~~payment~~affect ofprevailing ~~all~~market ~~principal~~prices ~~and~~for ~~accrued~~our ~~interest~~units, ifcommon ~~any,~~stock ifand/or ~~the debt security is payable on demand;~~Warrants.

•Resources ~~our~~could ~~inability~~be wasted in researching acquisitions that are not completed, which could materially adversely affect subsequent attempts to ~~obtain~~locate ~~necessary~~and ~~additional~~acquire ~~financing~~or ifmerge ~~the~~with ~~debt~~another ~~security~~business. If ~~contains~~we ~~covenants~~are ~~restricting~~unable to complete our ~~ability~~initial tobusiness ~~obtain~~combination, ~~such~~our ~~financing~~public ~~while~~stockholders may receive only approximately $10.00 per share, plus the ~~debt~~pro ~~security~~rata isamount ~~outstanding;~~of the Trust Loans deposited in the Trust Account at the time of our initial business combination or liquidation, on the liquidation of our Trust Account and our Warrants will expire worthless.

•We anticipate that the investigation of each specific target business and the negotiation, drafting and execution of relevant agreements, disclosure documents and other instruments will require substantial management time and attention and substantial costs for accountants, attorneys and others. If we decide not to complete a specific initial business combination, the costs incurred up to that point for the proposed transaction likely would not be recoverable. Furthermore, if we reach an agreement relating to a specific target business, we may fail to complete our ~~inability~~initial business combination for any number of reasons including those beyond our control. Any such event will result in a loss to ~~pay~~us ~~dividends~~of the related costs incurred which could materially adversely affect subsequent attempts to locate and acquire or merge with another business. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share plus the pro rata amount of the Trust Loans deposited in the Trust Account at the time of our initial business combination or liquidation, on the liquidation of our ~~common~~Trust ~~stock;~~Account and our Warrants will expire worthless.

•Our ~~using~~ability ato ~~substantial~~successfully ~~portion~~effect of our ~~cash~~initial ~~flow~~business combination and to ~~pay~~be ~~principal~~successful ~~and~~thereafter ~~interest~~will onbe totally dependent upon the efforts of our ~~debt~~key personnel, ~~which~~some ~~will~~of ~~reduce~~whom ~~the~~may ~~funds~~join ~~available~~us ~~for~~following our ~~dividends~~initial onbusiness ~~our~~combination. ~~common~~The ~~stock~~loss ifof ~~declared,~~key ~~our~~personnel ~~ability~~or tothe ~~pay~~hiring ~~expenses,~~of ~~make~~ineffective ~~capital~~personnel ~~expenditures~~after ~~and~~the ~~acquisitions,~~business combination could negatively impact the operations and ~~fund~~profitability ~~other~~of ~~general~~our ~~corporate~~post-combination ~~purposes;~~business.

•Our ~~limitations~~ability onto successfully effect our ~~flexibility~~business combination is dependent upon the efforts of our key personnel, including, in ~~planning~~particular, ~~for~~Mr. ~~and~~Axelrod, ~~reacting~~with regard to ~~changes~~our inselection of a target company. The role of our key personnel in the target business, ~~and~~however, cannot presently be ascertained. Although some of our key personnel may remain with the target business in senior management or advisory positions following our business combination, it is likely that some or all of the ~~industry~~management of the target business will remain in ~~which~~place. While we ~~operate;~~intend to closely scrutinize any individuals we engage after our business combination, we cannot assure you that our assessment of these individuals will prove to be correct. These individuals may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause us to have to expend time and resources helping them become familiar with such requirements.

1827

~~Table~~Our key personnel may negotiate employment or consulting agreements with a target business in connection with a particular business combination. These agreements may provide for them to receive compensation following our business combination and as a result, may cause them to have conflicts of ~~Contents~~interest in determining whether a particular business combination is the most advantageous.

•Our ~~increased~~key ~~vulnerability~~personnel may be able to ~~adverse~~remain with ~~changes~~the company after the completion of our business combination only if they are able to negotiate employment or consulting agreements in ~~general~~connection ~~economic,~~with ~~industry~~the business combination. Such negotiations would take place simultaneously with the negotiation of the business combination and ~~competitive~~could ~~conditions~~provide for such individuals to receive compensation in the form of cash payments and/or ~~adverse~~our ~~changes~~securities for services they would render to us after the completion of the business combination. The personal and financial interests of such individuals may influence their motivation in ~~government~~identifying ~~regulation;~~and selecting a target business. However, we believe the ability of such individuals to remain with us after the completion of our business combination will not be the determining factor in our decision as to whether or not we will proceed with any potential business combination. There is no certainty, however, that any of our key personnel will remain with us after the completion of our business combination. We cannot assure you that any of our key personnel will remain in senior management or advisory positions with us. The determination as to whether any of our key personnel will remain with us will be made at the time of our initial business combination.

•We ~~limitations~~may onhave ~~our~~a limited ability to ~~borrow~~assess ~~additional~~the ~~amounts~~management ~~for~~of a ~~expenses~~prospective target business and, ~~capital~~as ~~expenditures~~a result, ~~acquisitions~~may effect our initial business combination with a target business whose management may not have the skills, ~~debt~~qualifications ~~service~~or ~~requirements~~abilities to manage a public company, ~~and~~which ~~execution~~could, in turn, negatively impact the value of our ~~strategy;~~stockholders’ ~~and~~investment in us.

•When ~~other~~evaluating ~~disadvantages~~the ~~compared~~desirability toof effecting our ~~competitors~~initial business combination with a prospective target business, our ability to assess the target business’ management may be limited due to a lack of time, resources or information. Our assessment of the capabilities of the target’s management, therefore, may prove to be incorrect and such management may lack the skills, qualifications or abilities we suspected. Should the target’s management not possess the skills, qualifications or abilities necessary to manage a public company, the operations and profitability of the post-combination business may be negatively impacted. Accordingly, any stockholders who choose to remain stockholders following the business combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have ~~less~~a ~~debt~~remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by our officers or directors of a duty of care or other fiduciary duty owed to them, or if they are able to successfully bring a private claim under securities laws that the tender offer materials or proxy statement relating to the business combination contained an actionable material misstatement or material omission.

WeOur ~~may~~executive ~~only~~officers beand ~~able~~directors towill ~~complete~~allocate ~~one~~their time ~~business~~to ~~combination~~other ~~with~~businesses ~~the~~thereby ~~proceeds~~causing conflicts of ~~our~~interest ~~initial~~in ~~public~~their ~~offering~~determination ~~and~~as ~~the~~to ~~sale~~how ofmuch ~~the~~time ~~Private~~to ~~Placement~~devote ~~Warrants, which will cause us~~ to beour ~~solely~~affairs. This ~~dependent~~conflict onof ainterest ~~single~~could ~~business which may~~ have a ~~limited~~negative ~~number~~impact ofon ~~products~~our orability ~~services.~~to ~~This~~complete ~~lack of diversification may negatively impact~~ our ~~operations~~initial ~~and~~business ~~profitability~~combination.

~~The~~Our ~~net~~executive ~~proceeds~~officers ~~from~~and ~~our~~directors are ~~initial~~not ~~public~~required ~~offering~~to, and ~~the~~will ~~sale~~not, commit their full time to our affairs, which may result in a conflict of ~~the~~interest ~~Private~~in ~~Placement~~allocating their ~~Warrants~~time ~~provided~~between usour ~~with~~operations ~~$240~~and our search for a business combination and their other businesses.0 ~~million~~We estimate that weour ~~may~~officers will ~~use~~dedicate an average of 15 to ~~complete~~20 hours per week to our affairs, and at least 25 to 30 hours per week to their other business affairs, ~~combination~~although ~~(excluding~~they anare ~~aggregate~~under no obligation to devote any specific number of ~~approximately~~hours $8to our affairs.4 ~~million~~We do not intend to have any full-time employees prior to the completion of ~~deferred~~our ~~underwriting~~business ~~commissions~~combination. Each of our executive officers is engaged in several other business endeavors for which he or she may be entitled to substantial compensation and ~~advisory~~our ~~fees~~executive ~~being~~officers ~~held~~are not obligated to contribute any specific number of hours per week to our affairs. Our independent directors also serve as officers or board members for other entities. If our executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in ~~the~~excess ~~Trust~~of ~~Account)~~their current commitment levels, it could limit their ability to devote time to our affairs which may have a negative impact on our ability to complete our initial business combination.

We may effectuate our business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may result in numerous economic, competitive and regulatory consequences to us. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:28

•Certain ~~solely~~of ~~dependent~~our ~~upon~~executive ~~the~~officers ~~performance~~and directors are now, and all of athem ~~single~~may ~~business~~in the future become, ~~property~~affiliated orwith ~~asset~~entities engaged in business activities similar to those intended to be conducted by us and, oraccordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

•Until ~~dependent~~we ~~upon~~consummate ~~the~~our ~~development~~initial orbusiness combination, ~~market~~we ~~acceptance~~intend to engage in the business of aidentifying ~~single~~and combining with one or ~~limited~~more ~~number~~businesses. ofOur ~~products~~executive officers and directors are, ~~processes~~and ormay ~~services~~in the future become, affiliated with entities that are engaged in a similar business.

~~This~~Our ~~lack~~officers and directors also may become aware of ~~diversification~~business opportunities that may be appropriate for presentation to us and the other entities to which they owe certain fiduciary or contractual duties. Accordingly, they may have conflicts of interest in determining to which entity a ~~substantial~~particular business ~~adverse~~opportunity ~~impact~~should ~~upon~~be presented. These conflicts may not be resolved in our ~~operations~~favor and ~~profitability~~a potential target business may be presented to another entity prior to its presentation to us.

~~Changes~~Our inexecutive ~~laws~~officers, ~~or regulations~~directors, orsecurity aholders ~~failure~~and totheir respective ~~comply~~affiliates ~~with~~may ~~any~~have ~~laws~~competitive ~~and~~pecuniary ~~regulations,~~interests ~~may~~that ~~adversely~~conflict ~~affect~~with our ~~business, investments and results of operations~~interests.

We ~~are~~have ~~subject~~not toadopted ~~laws~~a ~~and~~policy ~~regulations~~that ~~enacted~~expressly prohibits byour ~~national~~directors, ~~regional~~executive ~~and~~officers, ~~local~~security ~~governments.~~holders Inor ~~particular,~~affiliates wefrom ~~are~~having ~~required~~a todirect ~~comply~~or ~~with~~indirect ~~certain~~pecuniary ~~SEC~~or ~~and~~financial interest ~~other~~in ~~legal~~any ~~requirements.~~investment ~~Compliance~~to ~~with,~~be ~~and~~acquired ~~monitoring~~or disposed of, ~~applicable~~by ~~laws~~us ~~and~~or ~~regulations~~in ~~may~~any betransaction ~~difficult,~~to ~~time~~which ~~consuming~~we ~~and~~are ~~costly~~a party or have an interest. In ~~Those~~fact, ~~laws~~we ~~and~~may ~~regulations~~enter ~~and~~into ~~their~~a ~~interpretation~~business ~~and~~combination ~~application~~with ~~may~~a ~~also~~target ~~change~~business ~~from~~that ~~time~~is toaffiliated ~~time~~with our Sponsor, ~~and~~our ~~those~~directors ~~changes~~or executive ~~could~~officers, although we do not intend to do so. Nor do we have a ~~material~~policy ~~adverse~~that ~~effect~~expressly onprohibits ~~our~~any ~~business,~~such ~~investments~~persons ~~and~~from engaging ~~results~~for oftheir ~~operations.~~own Inaccount ~~addition,~~in abusiness ~~failure~~activities toof ~~comply~~the ~~with~~types ~~applicable~~conducted ~~laws~~by orus. ~~regulations~~Accordingly, assuch ~~interpreted~~persons ~~and~~or ~~applied,~~entities ~~could~~may have a ~~material~~conflict ~~adverse~~between ~~effect~~their oninterests ~~our business~~ and ~~results of operations~~ours.

~~The~~We ~~officers~~may ~~and~~engage ~~directors~~in ~~of an~~ a business combination ~~target~~with ~~may~~one ~~resign~~or ~~upon~~more target ~~completion~~businesses ofthat ~~our~~have ~~initial~~relationships ~~business~~with ~~combination.~~entities ~~The~~that ~~loss~~may ofbe aaffiliated ~~business~~with ~~combination~~our ~~target’s~~Sponsor, ~~key~~executive ~~personnel~~officers, ~~could~~directors or ~~negatively~~existing ~~impact~~holders ~~the~~which ~~operations~~may ~~and~~raise ~~profitability~~potential conflicts of ~~our post-combination business~~interest.

~~The~~In ~~role~~light of athe involvement of our Sponsor, executive officers and directors with other entities, we may decide to acquire one or more businesses affiliated with our Sponsor, executive officers and directors. Our directors also serve as officers and board members for other entities. Such entities may compete with us for business combination ~~target’s~~opportunities. ~~key~~Our ~~personnel~~Sponsor, ~~upon~~officers ~~the~~and ~~completion~~directors are not currently aware of any specific opportunities for us to complete our ~~initial~~business combination with any entities with which they are affiliated, and there have been no preliminary discussions concerning a business combination ~~cannot~~with beany ~~ascertained~~such atentity ~~this~~or ~~time~~entities. Although we ~~contemplate~~will not be specifically focusing on, or targeting, any transaction with any affiliated entities, we would pursue such a transaction if we determined that ~~certain~~such ~~members~~affiliated ofentity met our criteria for a business combination ~~target’s~~and ~~management~~such ~~team~~transaction ~~will~~was ~~remain~~approved ~~associated~~by ~~with~~a majority ~~the~~of ~~acquisition~~our ~~candidate~~disinterested ~~following~~directors. Despite our ~~initial~~agreement to obtain an opinion from an independent investment banking firm regarding the fairness to us from a financial point of view of a business combination with one or more domestic or international businesses affiliated with our executive officers, itdirectors isor ~~possible~~existing ~~that~~holders, ~~members~~potential conflicts of interest still may exist and, as a result, the ~~management~~terms of athe business combination ~~target~~may ~~will~~ not ~~wish~~be as advantageous to ~~remain~~our inpublic ~~place~~stockholders as they would be absent any conflicts of interest.

~~If we effect our initial business combination with a company located outside of the United States, we would be subject to a variety of additional risks that may negatively impact our operations.~~29

IfSince ~~we effect~~ our ~~initial~~Sponsor, ~~business~~executive ~~combination~~officers ~~with~~and adirectors ~~company~~will lose ~~located~~their ~~outside~~entire ofinvestment ~~the~~in ~~United~~us ~~States,~~if weour ~~would~~initial bebusiness ~~subject~~combination tois ~~any~~not ~~special~~completed, ~~considerations~~a orconflict ~~risks~~of ~~associated~~interest ~~with~~may ~~companies~~arise ~~operating~~ in ~~the~~determining whether ~~target~~a particular business’ ~~home~~combination ~~jurisdiction,~~target ~~including~~is ~~any~~appropriate offor ~~the~~our ~~following:~~initial business combination.

•At ~~costs~~Closing, our Sponsor owned 85.8% of the Company’s outstanding common stock, including 5,947,827 Founder Shares acquired from AR Capital , LLC. The Founder Shares will be worthless if we do not complete an initial business combination. In addition, Sponsor owns an aggregate of 6,550,000 Private Placement Warrants that will also be worthless if we do not complete a business combination. The Founder Shares are identical to the shares of common stock included in the Public Units, and ~~difficulties~~holders ~~inherent~~of Founder Shares have the same stockholder rights as public stockholders, except that (i) the Founder Shares are subject to certain transfer restrictions, as described herein, and (ii) our Sponsor and independent directors have entered into letter agreements with us, pursuant to which they have agreed (A) to vote any Founder Shares and Public Shares owned by them in ~~managing~~favor ~~cross-border~~of any proposed business ~~operations;~~combination, (B) not to redeem any Founder Shares or Public Shares owned by them in connection with a stockholder vote to approve a proposed initial business combination, (C) to waive their redemption rights with respect to their Founder Shares and Public Shares in connection with the completion of our initial business combination and (D) to waive their rights to liquidating distributions from the Trust Account with respect to their Founder Shares if we fail to complete our initial business combination by (a) October 1, 2017 or (b) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017 , although they will be entitled to liquidating distributions from the Trust Account with respect to any Public Shares they hold if we fail to complete our initial business combination within such time period. If we submit our initial business combination to our public stockholders for a vote, our Sponsor and independent directors have agreed to vote their Founder Shares and any Public Shares purchased during or after our initial public offering in favor of our initial business combination. The personal and financial interests of our executive officers and directors may influence their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination.

19We may issue notes or other debt securities, or otherwise incur substantial debt, to complete a business combination, which may adversely affect our leverage and financial condition and thus negatively impact the value of our stockholders’ investment in us.

~~Table~~Although we have no commitments as of ~~Contents~~the date of this Report to issue any notes or other debt securities, or to otherwise incur outstanding debt, we may choose to incur substantial debt to complete our initial business combination. We have agreed that we will not incur any indebtedness unless we have obtained from the lender a waiver of any right, title, interest or claim of any kind in or to the monies held in the Trust Account. As such, no issuance of debt will affect the per-share amount available for redemption from the Trust Account. Nevertheless, the incurrence of debt could have a variety of negative effects, including:

• ~~rules~~default and ~~regulations~~foreclosure ~~regarding~~on ~~currency~~our ~~redemption~~assets if our operating revenues after an initial business combination are insufficient to repay our debt obligations;

~~• complex corporate withholding taxes on individuals;~~30

• ~~laws~~acceleration ~~governing~~of our obligations to repay the ~~manner~~indebtedness ineven ~~which~~if ~~future~~we ~~business~~make ~~combinations~~all ~~may~~principal beand ~~effected~~interest payments when due if we breach certain covenants that require the maintenance of certain financial ratios or reserves without a waiver or renegotiation of that covenant;

• ~~exchange~~our ~~listing~~immediate payment of all principal and~~/or~~ ~~delisting~~accrued ~~requirements~~interest, if any, if the debt security is payable on demand;

• ~~tariffs~~our ~~and~~inability ~~trade~~to ~~barriers~~obtain necessary additional financing if the debt security contains covenants restricting our ability to obtain such financing while the debt security is outstanding;

• ~~regulations~~our ~~related~~inability to ~~customs~~pay ~~and~~dividends ~~import/export~~on ~~matters~~our common stock;

• ~~longer~~using ~~payment~~a ~~cycles~~substantial portion of our cash flow to pay principal and interest on our debt, which will reduce the funds available for dividends on our common stock if declared, our ability to pay expenses, make capital expenditures and acquisitions, and fund other general corporate purposes;

• ~~tax~~limitations ~~issues,~~on ~~such~~our asflexibility ~~tax~~in ~~law~~planning ~~changes~~for and ~~variations~~reacting into ~~tax~~changes ~~laws~~in asour ~~compared~~business toand in the ~~United~~industry ~~States~~in which we operate;

• ~~currency~~increased ~~fluctuations~~vulnerability to adverse changes in general economic, industry and ~~exchange~~competitive ~~controls~~conditions and adverse changes in government regulation;

• ~~rates~~limitations on our ability to borrow additional amounts for expenses, capital expenditures, acquisitions, debt service requirements, and execution of ~~inflation~~our strategy; and

• ~~challenges~~other indisadvantages ~~collecting~~compared ~~accounts~~to ~~receivable;~~our competitors who have less debt.

•We ~~cultural~~may only be able to complete one business combination with the proceeds of our initial public offering and ~~language~~the ~~differences;~~sale of the Private Placement Warrants, which will cause us to be solely dependent on a single business which may have a limited number of products or services. This lack of diversification may negatively impact our operations and profitability.

•We ~~employment~~may ~~regulations;~~effectuate our business combination with a single target business or multiple target businesses simultaneously or within a short period of time. However, we may not be able to effectuate our business combination with more than one target business because of various factors, including the existence of complex accounting issues and the requirement that we prepare and file pro forma financial statements with the SEC that present operating results and the financial condition of several target businesses as if they had been operated on a combined basis. By completing our initial business combination with only a single entity, our lack of diversification may result in numerous economic, competitive and regulatory consequences to us. Further, we would not be able to diversify our operations or benefit from the possible spreading of risks or offsetting of losses, unlike other entities which may have the resources to complete several business combinations in different industries or different areas of a single industry. Accordingly, the prospects for our success may be:

• ~~crime,~~solely ~~strikes,~~dependent ~~riots,~~upon ~~civil~~the ~~disturbances,~~performance ~~terrorist~~of ~~attacks~~a ~~and~~single ~~wars;~~business, ~~and~~property or asset, or

• ~~deterioration~~dependent upon the development or market acceptance of ~~political~~a ~~relations~~single ~~with~~or ~~the~~limited ~~United~~number ~~States~~of products, processes or services.

~~We may not be able to adequately address these additional risks. If we were unable to do so, our operations might suffer, which may adversely impact our results of operations and financial condition.~~31

WeThis ~~may~~lack ~~attempt~~of todiversification ~~simultaneously complete business combinations with multiple prospective targets, which~~ may ~~hinder~~have a ~~our~~substantial ~~ability~~adverse toimpact ~~complete~~upon our ~~business combination and give rise to increased costs and risks that could negatively impact our~~ operations and profitability.

IfChanges wein ~~determine~~laws toor ~~simultaneously acquire several businesses that are owned by different sellers~~regulations, weor ~~will~~a ~~need~~failure ~~for each of such sellers~~ to ~~agree~~comply ~~that~~with any ~~our~~laws ~~purchase~~and ~~of its business is contingent on the simultaneous closings of the other business combinations~~regulations, ~~which~~ may ~~make~~adversely itaffect ~~more difficult for us, and delay~~ our ~~ability, to complete our initial~~ business ~~combination. With multiple business combinations~~, weinvestments ~~could also face additional risks, including additional burdens~~ and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a single operating business. If we are unable to adequately address these risks, it could negatively impact our profitability and results of operations.

We ~~may~~are ~~attempt~~subject to ~~complete~~laws ~~our~~and ~~initial~~regulations enacted ~~business~~by ~~combination~~national, regional and local governments. In particular, we are required to comply with acertain ~~private~~SEC ~~company~~and ~~about~~other ~~which~~legal requirements. ~~little~~Compliance ~~information~~with, isand ~~available~~monitoring of, ~~which~~applicable laws and regulations may ~~result~~be indifficult, time consuming and costly. Those laws and regulations and their interpretation and application may also change from time to time, and those changes could have a material adverse effect on our business, ~~combination~~investments ~~with~~and results of operations. In addition, a ~~company~~failure ~~that~~to iscomply ~~not~~with asapplicable laws ~~profitable~~or regulations, as weinterpreted ~~suspected~~and applied, ifcould athave ~~all~~a material adverse effect on our business and results of operations.

InThe ~~pursuing~~officers ~~our~~and ~~acquisition~~directors ~~strategy,~~of wean ~~may~~a ~~seek to effectuate our initial~~ business combination ~~with~~target may aresign ~~privately~~upon ~~held~~completion ~~company.~~of ~~By definition, very little public information exists about private companies, and we could be required to make~~ our ~~decision on whether to pursue a potential~~ initial business combination. onThe ~~the~~loss ~~basis~~ of ~~limited information, which may result in~~ a business combination ~~with~~target’s akey ~~company~~personnel could ~~that~~negatively isimpact ~~not~~the asoperations ~~profitable~~and asprofitability weof ~~suspected,~~our ifpost-combination ~~at all~~business.

~~Our~~The ~~management~~role ~~may~~of ~~not~~a business combination target’s key personnel upon the completion of our initial business combination cannot be ~~able~~ascertained toat ~~maintain~~this ~~control~~time. Although we contemplate that certain members of a business combination target’s ~~business~~management ~~after~~team will remain associated with the acquisition candidate following our initial business combination, it is possible that members of the management of a business combination target will not wish to remain in place.

WeIf ~~may~~we ~~structure~~effect aour initial business combination sowith ~~that~~a ~~the post-transaction~~ company located inoutside ~~which~~of ~~our~~the ~~public~~United ~~stockholders~~States, ~~own~~we ~~shares~~would ~~will~~be ~~own~~subject ~~less~~to ~~than~~a ~~100%~~variety of ~~the~~additional ~~equity~~risks ~~interests~~that ormay ~~assets~~negatively ofimpact aour ~~target business, but we will only complete such business~~ operations.

20If we effect our initial business combination with a company located outside of the United States, we would be subject to any special considerations or risks associated with companies operating in the target business’ home jurisdiction, including any of the following:

~~Table~~• ofcosts ~~Contents~~and difficulties inherent in managing cross-border business operations;

~~combination~~• ifrules the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for us not to be required to register as an investment company under the Investment Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or more of the voting securities of the target, our stockholders prior to the business combination may collectively own a minority interest in the post business combination company, depending on valuations ascribed to the target and usregulations inregarding ~~the~~currency business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock in exchange for all of the outstanding capital stock of a target. In this case, we would acquire a 100% interest in the target. However, as a result of the issuance of a substantial number of new shares of common stock, our stockholders immediately prior to such transaction could own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings resulting in a single person or group obtaining a larger share of the company’s stock than we initially acquired. Accordingly, this may make it more likely that our management will not be able to maintain our control of the target business. We cannot provide assurance that, upon loss of control of a target business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.redemption;

We• docomplex ~~not~~corporate ~~have~~withholding ataxes ~~specified~~on maximum redemption threshold in connection with our initial business combination. The absence of such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our stockholders do not agree.individuals;

~~Our~~• ~~amended~~laws ~~and~~governing restated certificate of incorporation does not provide a specified maximum redemption threshold in connection with our initial business combination, except that in no event will we redeem our Public Shares in an amount that would cause our net tangible assets to be less than $5,000,001 (such that we are not subject to the ~~SEC’s~~manner ~~“penny stock” rules) or any greater net tangible asset or cash requirement that may be contained~~ in ~~the~~which ~~agreement~~future ~~relating to our initial~~ business ~~combination.~~combinations ~~As a result, we~~ may be able to complete our business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our business combination pursuant to the tender offer rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be required to pay for all shares of common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.effected;

In• ~~order~~exchange tolisting ~~effectuate our initial business combination, we may seek to amend our amended~~ and ~~restated certificate of incorporation~~ /or ~~governing~~delisting ~~instruments in a manner that will make it easier for us to complete our initial business combination but that our stockholders may not support.~~requirements;

In• ~~order~~tariffs ~~to effectuate a business combination, blank check companies have, in the past, amended various provisions of their charters~~ and ~~modified~~trade governing instruments. For example, blank check companies have amended the definition of business combination, increased redemption thresholds and changed industry focus. We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuate our initial business combination.barriers;

21• regulations related to customs and import/export matters;

~~Table~~• oflonger ~~Contents~~payment cycles;

~~The~~• ~~provisions~~tax of our amended and restated certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement governing the release of funds from our Trust Account) may be amended with the approval of holders of 65% of our common stockissues, ~~which~~such isas atax ~~lower~~law ~~amendment~~changes ~~threshold than that of some other blank check companies. It may be easier for us, therefore, to amend our amended~~ and ~~restated~~variations ~~certificate~~in oftax ~~incorporation~~laws ~~and~~as ~~the~~compared ~~trust agreement~~ to ~~facilitate~~ the ~~completion~~United ~~of an initial business combination that some of our stockholders may not support.~~States;

~~Some~~• ~~other~~currency ~~blank~~fluctuations check companies have a provision in their charter which prohibits the amendment of certain of its provisions, including those which relate to a company’s pre-business combination activity, without approval by a certain percentage of the company’s stockholders. In those companies, amendment of these provisions requires approval by between 90% and 100% of the company’s public stockholders. Our amended and restated certificate of incorporation provides that any of its provisions related to pre-business combination activity (including the requirement to deposit proceeds of our initial public offering and the Private Placement Warrants into the Trust Account and not release such amounts except in specified circumstances, and to provide redemption rights to public stockholders as described herein) may be amended if approved by holders of 65% of our common stock, and corresponding provisions of the trust agreement governing the release of funds from our Trust Account may be amended if approved by holders of 65% of our common stock. In all other instances, our amended and restated certificate of incorporation may be amended by holders of a majority of our outstanding common stock, subject to applicable provisions of the DGCL or applicable stock exchange rules. Our initial stockholders, who beneficially own 20% of our common stock, will participate in any vote to amend our amended and restated certificate of incorporation and/or trust agreement and will have the discretion to vote in any manner they choose. As a result, we may be able to amend the provisions of our amended and restated certificate of incorporation which govern our pre-business combination behavior more easily than some other blank check companies, and this may increase our ability to complete a business combination with which you do not agree. Our stockholders may pursue remedies against us for any breach of our amended and restated certificate of incorporation.controls;

We• ~~may~~rates ~~be unable to obtain additional financing to complete our initial business combination or to fund the operations and growth~~ of ~~a target business, which could compel us to restructure or abandon a particular business combination.~~inflation;

~~Although~~• wechallenges believe that the net proceeds of our initial public offering and the sale of the Private Placement Warrants will be sufficient to allow us to complete our initial business combination, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the Private Placement Warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in ~~search~~collecting ofaccounts a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes on the liquidation of our Trust Account and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our business combination. If we are unable to complete our initial business combination, our public stockholders may only receive approximately $10.00 per share on the liquidation of our Trust Account, and our Warrants will expire worthless.receivable;

~~Our~~• ~~initial~~cultural ~~stockholders control a substantial interest in us~~ and ~~thus~~language ~~may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support.~~differences;

~~Our~~• ~~initial~~employment stockholders own 20% of our issued and outstanding shares of common stock. Accordingly, they may exert a substantial influence on actions requiring a stockholder vote, potentially in a manner that you do not support, including amendments to our amended and restated certificate of incorporation. If our initial stockholders purchase any additional shares of common stock, this would increase their control. Neither our initial stockholders nor, to our knowledge, any of our officers or directors, have any current intention to purchase additional securities, other than as disclosed in the prospectus associated with our initial public offering. Factors that would be considered in making such additional purchases would include consideration of the current trading price of our common stock. In addition, our board of directors, whose members were regulations;

22• crime, strikes, riots, civil disturbances, terrorist attacks and wars; and

~~Table~~• deterioration of ~~Contents~~political relations with the United States.

elected by our initial stockholders, is divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year. We may not hold another annual meeting of stockholders to elect new directors prior to the completion of our business combination, in which case all of the current directors will continue in office until at least the completion of the business combination. If there is an annual meeting, as a consequence of our “staggered” board of directors, only a minority of the board of directors will be considered for election and our initial stockholders, because of their ownership position, will have considerable influence regarding the outcome. Accordingly, our initial stockholders will continue to exert control at least until the completion of our business combination.32

We may ~~amend~~not ~~the terms of the Warrants in a manner that may~~ be ~~adverse~~able to ~~holders~~adequately ofaddress these ~~public~~additional ~~Warrants~~risks. ~~with~~If ~~the~~we ~~approval~~were byunable ~~the~~to ~~holders~~do ~~of at least 50% of the then outstanding public Warrants. As a result~~so, ~~the~~our ~~exercise~~operations ~~price~~might ~~of your Warrants could be increased~~suffer, ~~the~~which ~~exercise~~may ~~period~~adversely ~~could~~impact ~~be shortened and the number of shares of~~ our ~~common~~results ~~stock purchasable upon exercise~~ of aoperations and ~~warrant~~financial ~~could be decreased, all without your approval~~condition.

~~Our~~We Warrants were issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the Warrants may beattempt ~~amended without the consent of any holder~~ to ~~cure~~simultaneously ~~any~~complete ~~ambiguity~~business orcombinations with ~~correct~~multiple ~~any~~prospective ~~defective provision~~targets, ~~but~~which requires the approval by the holders of at least 50% of the then outstanding public Warrants to make any change that adversely affects the interests of the registered holders of public Warrants. Accordingly, we may ~~amend~~hinder ~~the terms of the public Warrants in a manner adverse to a holder if holders of at least 50% of the then outstanding public Warrants approve of such amendment. Although~~ our ability to ~~amend~~complete ~~the~~our ~~terms~~business ofcombination ~~the~~and ~~public~~give ~~Warrants~~rise ~~with~~to ~~the~~increased costs ~~consent~~and ofrisks atthat ~~least 50% of the then outstanding public Warrants is unlimited, examples of such amendments~~ could benegatively ~~amendments~~impact ~~to, among other things, increase the exercise price of the Warrants, shorten the exercise period or decrease the number of shares of~~ our ~~common~~operations ~~stock~~and ~~purchasable upon exercise of a warrant~~profitability.

WeIf we determine to simultaneously acquire several businesses that are owned by different sellers, we will need for each of such sellers to agree that our purchase of its business is contingent on the simultaneous closings of the other business combinations, which may ~~redeem~~make ~~your~~it ~~unexpired~~more ~~Warrants~~difficult ~~prior~~for us, and delay our ability, to ~~their~~complete ~~exercise~~our atinitial business combination. With multiple business combinations, we could also face additional risks, including additional burdens and costs with respect to possible multiple negotiations and due diligence investigations (if there are multiple sellers) and the additional risks associated with the subsequent assimilation of the operations and services or products of the acquired companies in a ~~time~~single ~~that~~operating isbusiness. ~~disadvantageous~~If we are unable to ~~you~~adequately address these risks, ~~thereby~~it ~~making~~could negatively ~~your~~impact ~~Warrants~~our ~~worthless~~profitability and results of operations.

We ~~have~~may ~~the~~attempt ~~ability~~ to ~~redeem~~complete ~~outstanding Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of~~ our ~~common~~initial ~~stock~~business ~~equals~~combination with ~~or exceeds $24.00 per share for any 20 trading days within~~ a 30private ~~trading-day~~company ~~period~~about ~~ending~~which onlittle ~~the~~information ~~third~~is ~~trading day prior to proper notice of such redemption provided that on the date we give notice of redemption. If and when the Warrants become redeemable by us~~available, wewhich may ~~exercise~~result ~~our~~in ~~redemption~~a ~~right~~business ~~even~~combination ifwith we are unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Warrants could force you (i) to exercise your Warrants and pay the exercise price therefor at a ~~time~~company ~~when~~that is itnot ~~may~~as beprofitable ~~disadvantageous~~as ~~for~~we ~~you to do so~~suspected, ~~(ii)~~if ~~to sell your Warrants~~ at the then-current market price when you might otherwise wish to hold your Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Warrants are called for redemption, is likely to be substantially less than the market value of your Warrantsall. ~~None of the Private Placement Warrants will be redeemable by us so long as they are held by their initial purchasers or their permitted transferees.~~

~~Our~~In ~~Warrants~~pursuing our acquisition strategy, we may ~~have~~seek anto ~~adverse~~effectuate ~~effect~~our oninitial ~~the~~business ~~market~~combination ~~price~~with ofa ~~our~~privately ~~common~~held ~~stock~~company. By definition, very little public information exists about private companies, and ~~make~~we itcould ~~more~~be ~~difficult~~required to ~~effectuate~~make our decision on whether to pursue a potential initial business combination on the basis of limited information, which may result in a business combination with a company that is not as profitable as we suspected, if at all.

WeOur ~~issued~~management Warrants to purchase 12,000,000 shares of our common stock as part of the Public Units sold in our initial public offering and, simultaneously with the closing of our initial public offering, we issued in a private placement an aggregate of 6,550,000 Private Placement Warrants, each exercisable to purchase one share of common stock at $11.50 per share. In addition, if our Sponsor makes any working capital loans, it may ~~convert~~not ~~those~~be ~~loans~~able ~~into up~~ to anmaintain ~~additional~~control ~~1,000,000 Private Placement Warrants, at the price~~ of ~~$1.00 per warrant. To the extent we issue shares of common stock to effectuate~~ a business transaction, the potential for the issuance of a substantial number of additional shares of common stock upon exercise of these Warrants could make us a less attractive acquisition vehicle to a target business. ~~Such~~after ~~Warrants, when exercised, will increase the number of issued and outstanding shares of~~ our ~~common~~initial ~~stock and reduce the value of the shares of common stock issued to complete the~~ business ~~transaction~~combination. ~~Therefore, our Warrants may make it more difficult to effectuate a business transaction or increase the cost of acquiring the target business.~~

~~The~~We ~~Private~~may ~~Placement~~structure ~~Warrants~~a ~~are~~business ~~identical~~combination so tothat the ~~Warrants~~post-transaction ~~sold~~company asin ~~part~~which our public stockholders own shares will own less than 100% of the ~~Public~~equity ~~Units~~interests or assets of a target business, but we will only complete such business combination if the post-transaction company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in ~~our~~the ~~initial~~target ~~public~~sufficient for ~~offering~~us ~~except~~not ~~that,~~to sobe ~~long~~required to register as ~~they~~an ~~are~~investment ~~held~~company byunder ~~their~~the ~~initial~~Investment ~~purchasers~~Company Act. We will not consider any transaction that does not meet such criteria. Even if the post-transaction company owns 50% or ~~their~~more ~~permitted~~of ~~transferees~~the voting securities of the target, our ~~(i)~~stockholders ~~they~~prior ~~will~~to ~~not~~the bebusiness ~~redeemable~~combination bymay uscollectively own a minority interest in the post business combination company, depending ~~(ii)~~on ~~they~~valuations ~~(including~~ascribed to the target and us in the business combination transaction. For example, we could pursue a transaction in which we issue a substantial number of new shares of common stock ~~issuable~~in ~~upon~~exchange ~~exercise~~for all of ~~these~~the ~~Warrants)~~outstanding ~~may~~capital ~~not~~stock of a target. In this case, ~~subject~~we towould ~~certain~~acquire ~~limited~~a ~~exceptions~~100% interest in the target. However, beas ~~transferred~~a result of the issuance of a substantial number of new shares of common stock, ~~assigned~~our orstockholders ~~sold~~immediately byprior ~~their~~to ~~initial~~such ~~purchasers~~transaction orcould own less than a majority of our outstanding shares of common stock subsequent to such transaction. In addition, other minority stockholders may subsequently combine their holdings ~~permitted~~resulting ~~transferees~~in ~~until~~a 30single ~~days~~person ~~after~~or ~~the~~group ~~completion~~obtaining a larger share of ~~our~~the ~~initial~~company’s ~~business~~stock ~~combination~~than ~~and~~we ~~(iii)~~initially ~~they~~acquired. Accordingly, this may make it more likely that our management will not be ~~exercised~~able byto maintain our control of the ~~holders~~target onbusiness. We cannot provide assurance that, upon loss of control of a ~~cashless~~target ~~basis~~business, new management will possess the skills, qualifications or abilities necessary to profitably operate such business.

2333

~~Table~~We do not have a specified maximum redemption threshold in connection with our initial business combination. The absence of ~~Contents~~such a redemption threshold may make it possible for us to complete a business combination with which a substantial majority of our stockholders do not agree.

~~Because~~ Our ~~each~~amended and restated certificate of incorporation does not provide a specified maximum redemption threshold in connection with our initial business combination, except that in no event will we redeem our Public ~~Unit~~Shares ~~contains~~in ~~one-half~~an ofamount ~~one~~that ~~warrant~~would ~~and~~cause ~~only~~our net tangible assets to be less than $5,000,001 (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement that may be contained in the agreement relating to our initial business combination. As a ~~whole~~result, ~~warrant~~we may be able ~~exercised~~to complete our business combination even though a substantial majority of our public stockholders do not agree with the transaction and have redeemed their shares or, if we seek stockholder approval of our initial business combination and do not conduct redemptions in connection with our business combination pursuant to the ~~Public~~tender ~~Units~~offer ~~may~~rules, have entered into privately negotiated agreements to sell their shares to our Sponsor, officers, directors, advisors or their affiliates. In the event the aggregate cash consideration we would be ~~worth~~required ~~less~~to ~~than~~pay ~~units~~for all shares of ~~other~~common ~~blank~~stock ~~check~~that ~~companies~~are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the proposed business combination exceed the aggregate amount of cash available to us, we will not complete the business combination or redeem any shares, all shares of common stock submitted for redemption will be returned to the holders thereof, and we instead may search for an alternate business combination.

~~Each~~In ~~Public~~order ~~Unit contains one-half of one warrant. Because, pursuant~~ to ~~the~~effectuate ~~warrant~~our ~~agreement,~~initial ~~the~~business ~~Warrants may only be exercised for a whole number of shares~~combination, we ~~only a whole warrant~~ may beseek ~~exercised~~to atamend ~~any given time. A holder of~~ our ~~Public~~amended Warrants will not be able to exercise any one-half of one warrant unless it is combined with another one-half of one warrant. This is different from other offerings similar to ours whose units include one share of common stock and ~~one~~restated ~~warrant~~certificate ~~to purchase one whole share. We have established the components~~ of ~~the~~incorporation ~~units~~or ingoverning ~~this~~instruments ~~way~~ in ~~order to reduce the dilutive effect of the Warrants upon completion of~~ a ~~business~~manner ~~combination~~that ~~since the Warrants~~ will bemake it ~~exercisable~~easier ~~in the aggregate~~ for ~~half~~us ofto ~~the~~complete ~~number~~our ofinitial ~~shares~~business ~~compared~~combination tobut ~~units~~ that ~~each~~our ~~contain~~stockholders ~~a warrant to purchase one whole share, thus making us, we believe, a more attractive merger partner for target businesses. Nevertheless, this unit structure~~ may ~~cause~~not ~~our Public Units to be worth less than if it included a warrant to purchase one whole share~~support.

~~Because~~In weorder ~~must~~to ~~furnish~~effectuate ~~our~~a ~~stockholders~~business ~~with~~combination, blank ~~target~~check ~~business~~companies ~~financial~~have, ~~statements~~in the past, weamended ~~may~~various ~~lose~~provisions ~~the~~of ~~ability~~their tocharters ~~complete~~and anmodified ~~otherwise~~governing ~~advantageous~~instruments. ~~initial~~For example, blank check companies have amended the definition of business combination, ~~with~~increased ~~some~~redemption ~~prospective~~thresholds ~~target~~and ~~businesses~~changed industry focus. We cannot assure you that we will not seek to amend our charter or governing instruments in order to effectuate our initial business combination.

The federal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. We will include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financing reporting standards, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.34

WeThe ~~are~~provisions anof ~~emerging~~our ~~growth~~amended ~~company~~and restated ~~within~~certificate of incorporation that relate to our pre-business combination activity (and corresponding provisions of the agreement ~~meaning~~governing the release of funds from our Trust Account) may be amended with the ~~Securities~~approval ~~Act~~of holders of 65% of our common stock, ~~and~~which ifis wea ~~take~~lower ~~advantage~~amendment threshold than that of ~~certain~~some ~~exemptions~~other ~~from~~blank ~~disclosure~~check ~~requirements~~companies. ~~available~~It tomay ~~emerging~~be ~~growth~~easier ~~companies~~for us, ~~this~~therefore, to ~~could~~amend ~~make~~ our ~~securities~~amended ~~less~~and ~~attractive~~restated tocertificate ~~investors~~of incorporation and ~~may~~the ~~make~~trust itagreement ~~more~~to ~~difficult~~facilitate tothe ~~compare~~completion ~~our~~of ~~performance~~an ~~with~~initial business ~~other~~combination ~~public~~that ~~companies~~some of our stockholders may not support.

WeSome ~~are~~other anblank ~~“emerging~~check ~~growth~~companies ~~company”~~have a ~~within~~provision in their charter which prohibits the ~~meaning~~amendment of ~~the~~certain ~~Securities~~of ~~Act~~its provisions, asincluding ~~modified~~those bywhich ~~the~~relate ~~JOBS~~to ~~Act~~a company’s pre-business combination activity, ~~and~~without weapproval ~~may~~by ~~take~~a ~~advantage~~certain percentage of ~~certain~~the ~~exemptions~~company’s ~~from~~stockholders. ~~various~~In ~~reporting~~those ~~requirements~~companies, amendment ~~that~~of ~~are~~these ~~applicable~~provisions torequires ~~other~~approval ~~public~~by ~~companies~~between ~~that~~90% ~~are~~and ~~not~~100% ~~emerging~~of ~~growth~~the ~~companies~~company’s ~~including,~~public ~~but~~stockholders. ~~not~~Our ~~limited~~amended and ~~to,~~restated ~~not~~certificate ~~being~~of ~~required~~incorporation provides that any of its provisions related to ~~comply~~pre-business ~~with~~combination activity (including the ~~auditor~~requirement ~~attestation~~to ~~requirements~~deposit proceeds of ~~Section~~our ~~404~~initial ofpublic offering and the ~~Sarbanes-Oxley~~Private ~~Act,~~Placement ~~reduced~~Warrants ~~disclosure~~into ~~obligations~~the ~~regarding~~Trust ~~executive~~Account ~~compensation~~and not inrelease ~~our~~such ~~periodic~~amounts ~~reports~~except ~~and~~in ~~proxy~~specified ~~statements~~circumstances, and ~~exemptions~~to ~~from~~provide ~~the~~redemption ~~requirements~~rights ofto ~~holding~~public astockholders ~~nonbinding~~as ~~advisory~~described herein) ~~vote~~may onbe ~~executive~~amended ~~compensation~~if ~~and~~approved ~~shareholder~~by ~~approval~~holders of ~~any~~65% ~~golden~~of ~~parachute~~our ~~payments~~common ~~not~~stock, ~~previously~~and ~~approved.~~corresponding Asprovisions aof ~~result,~~the ~~our~~trust ~~stockholders~~agreement ~~may~~governing the ~~not~~release ~~have~~of ~~access~~funds tofrom ~~certain~~our ~~information~~Trust ~~they~~Account may ~~deem~~be ~~important.~~amended Weif ~~could~~approved beby anholders ~~emerging~~of ~~growth~~65% ~~company~~of ~~for~~our upcommon tostock. ~~five~~In ~~years,~~all ~~although~~other ~~circumstances~~instances, our ~~could~~amended ~~cause~~and usrestated tocertificate ~~lose~~of ~~that~~incorporation ~~status~~may ~~earlier,~~be ~~including~~amended ifby ~~the~~holders ~~market~~of ~~value~~a majority of our outstanding common stock, subject ~~held~~to byapplicable ~~non-affiliates~~provisions ~~exceeds~~of ~~$700~~the ~~million~~DGCL asor ofapplicable ~~any~~stock ~~June~~exchange 30rules. ~~before~~Our ~~that~~Sponsor ~~time~~and independent directors, inwho ~~which~~beneficially own ~~case~~approximately we86% ~~would~~of noour ~~longer~~common bestock, anwill ~~emerging~~participate ~~growth~~in ~~company~~any asvote ofto ~~the~~amend ~~following~~our ~~December~~amended ~~31.~~and Werestated ~~cannot~~certificate ~~predict~~of ~~whether~~incorporation and/or ~~investors~~trust ~~will~~agreement ~~find~~and ~~our~~will ~~securities~~have ~~less~~the ~~attractive~~discretion ~~because~~to wevote ~~will~~in ~~rely~~any onmanner ~~these~~they ~~exemptions~~choose. IfAs ~~some~~a ~~investors~~result, ~~find~~we ~~our~~may ~~securities~~be ~~less~~able ~~attractive~~to asamend athe provisions ~~result~~ of our ~~reliance~~amended onand ~~these~~restated ~~exemptions,~~certificate ~~the~~of ~~trading~~incorporation ~~prices~~which ofgovern our ~~securities~~pre-business ~~may~~combination bebehavior ~~lower~~more easily than ~~they~~some ~~otherwise~~other ~~would~~blank becheck companies, ~~there~~and this may beincrease our ability to complete a ~~less~~business ~~active~~combination ~~trading~~with ~~market~~which ~~for~~you ~~our~~do ~~securities~~not agree. ~~and~~Our ~~the~~stockholders ~~trading~~may ~~prices~~pursue remedies against us for any breach of our ~~securities~~amended ~~may~~and berestated ~~more~~certificate ~~volatile~~of incorporation.

~~Further,~~We ~~Section~~may ~~102(b)(1)~~be ofunable ~~the JOBS Act exempts emerging growth companies from being required~~ to ~~comply~~obtain ~~with~~additional ~~new~~financing or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to ~~comply~~complete our ~~with~~initial ~~the~~business ~~new~~combination or ~~revised financial accounting standards. The JOBS Act provides that a company can elect~~ to ~~opt~~fund ~~out of~~ the ~~extended~~operations ~~transition period~~ and ~~comply with the requirements that apply to non-emerging~~ growth ~~companies but any such an election to opt out is irrevocable. We have elected not to opt out~~ of ~~such extended transition period which means that when~~ a ~~standard~~target ~~is issued or revised and it has different application dates for public or private companies~~business, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which iscould ~~neither~~compel anus ~~emerging~~to ~~growth company nor an emerging growth company which has opted out of using the extended transition period difficult~~ restructure or ~~impossible~~abandon ~~because~~a ofparticular ~~the~~business ~~potential differences in accountant standards used~~combination.

24Although we believe that the net proceeds of our initial public offering and the sale of the Private Placement Warrants will be sufficient to allow us to complete our initial business combination, we cannot ascertain the capital requirements for any particular transaction. If the net proceeds of our initial public offering and the sale of the Private Placement Warrants prove to be insufficient, either because of the size of our initial business combination, the depletion of the available net proceeds in search of a target business, the obligation to repurchase for cash a significant number of shares from stockholders who elect redemption in connection with our initial business combination or the terms of negotiated transactions to purchase shares in connection with our initial business combination, we may be required to seek additional financing or to abandon the proposed business combination. We cannot assure you that such financing will be available on acceptable terms, if at all. To the extent that additional financing proves to be unavailable when needed to complete our initial business combination, we would be compelled to either restructure the transaction or abandon that particular business combination and seek an alternative target business candidate. If we are unable to complete our initial business combination, our public stockholders may receive only approximately $10.00 per share plus any pro rata interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes on the liquidation of our Trust Account and our Warrants will expire worthless. In addition, even if we do not need additional financing to complete our business combination, we may require such financing to fund the operations or growth of the target business. The failure to secure additional financing could have a material adverse effect on the continued development or growth of the target business. None of our officers, directors or stockholders is required to provide any financing to us in connection with or after our business combination. If we are unable to complete our initial business combination, our public stockholders may only receive approximately $10.00 per share, plus the pro rata amount of the Trust Loans deposited in the Trust Account at the time of our initial business combination or liquidation, on the liquidation of our Trust Account, and our Warrants will expire worthless.

~~Table of Contents~~35

~~Compliance~~Our ~~obligations~~Sponsor ~~under~~and ~~the~~independent ~~Sarbanes-Oxley~~directors control ~~Act~~a ~~may~~substantial ~~make~~interest itin ~~more difficult for~~ us toand ~~effectuate~~thus ~~our~~may ~~business~~exert ~~combination,~~a ~~require~~ substantial ~~financial~~influence ~~and~~on ~~management~~actions ~~resources,~~requiring ~~and~~a ~~increase~~stockholder ~~the~~vote, ~~time~~potentially in ~~and~~a ~~costs~~manner ofthat ~~completing~~you ando ~~acquisition~~not support.

~~Section~~Our ~~404~~Sponsor ofand ~~the~~independent ~~Sarbanes-Oxley~~directors own ~~Act~~approximately ~~requires~~86% ~~that~~of weour ~~evaluate~~issued and ~~report~~outstanding onshares ~~our system~~ of ~~internal~~common ~~controls~~stock. ~~beginning~~Accordingly, ~~with~~they ~~our~~may ~~Annual~~exert ~~Report~~a substantial influence on ~~Form~~actions ~~10-K~~requiring ~~for~~a ~~the~~stockholder ~~year~~vote, ~~ending~~potentially ~~December~~in ~~31,~~a ~~2015.~~manner ~~Only~~that inyou ~~the~~do ~~event~~not wesupport, ~~are~~including ~~deemed~~amendments to beour aamended ~~large~~and restated ~~accelerated~~certificate ~~filer~~of orincorporation. anIf ~~accelerated~~our ~~filer~~Sponsor ~~will~~and weindependent bedirectors ~~required~~purchase toany ~~comply~~additional ~~with~~shares ~~the~~of common stock, this would increase their control. Neither our Sponsor and independent ~~registered~~directors ~~public~~nor, ~~accounting~~to ~~firm~~our ~~attestation~~knowledge, ~~requirement~~any onof our ~~internal~~officers, ~~control~~have any ~~over~~current ~~financial~~intention ~~reporting.~~to ~~Further~~purchase additional securities, ~~for~~other than as ~~long~~disclosed asin wethe ~~remain~~prospectus anassociated ~~emerging~~with ~~growth~~our ~~company,~~initial public weoffering. ~~will~~Factors ~~not~~that would be ~~required~~considered toin ~~comply~~making ~~with~~such additional purchases would include consideration of the ~~independent~~current trading ~~registered~~price ~~public~~of ~~accounting~~our ~~firm~~common ~~attestation~~stock. ~~requirement~~In onaddition, our ~~internal~~board ~~control~~of ~~over~~directors, ~~financial~~whose ~~reporting.~~members ~~The~~were ~~fact~~elected ~~that~~by weour ~~are~~initial astockholders, is ~~blank~~divided ~~check~~into ~~company~~three ~~makes~~classes, ~~compliance~~each ~~with~~of ~~the~~which ~~requirements~~will generally serve for a term of ~~the~~three ~~Sarbanes-Oxley~~years ~~Act~~with ~~particularly~~only ~~burdensome~~one onclass usof asdirectors ~~compared~~being elected toin ~~other~~each ~~public~~year. ~~companies~~We ~~because~~may anot ~~target~~hold ~~company~~another ~~with~~annual ~~which~~meeting weof ~~seek~~stockholders to ~~complete~~elect new directors prior to the completion of our business combination, ~~may~~in ~~not~~which becase all of the current directors will continue in ~~compliance~~office ~~with~~until at least the ~~provisions~~completion of the business ~~Sarbanes-Oxley~~combination. ~~Act~~If ~~regarding~~there ~~adequacy~~is an annual meeting, as a consequence of ~~its~~our ~~internal~~“staggered” ~~controls.~~board ~~The~~of ~~development~~directors, only a minority of the ~~internal~~board ~~control~~ of ~~any~~directors ~~such~~will ~~entity~~be toconsidered ~~achieve~~for ~~compliance~~election ~~with~~and ~~the~~our ~~Sarbanes-Oxley~~Sponsor ~~Act~~and ~~may~~independent ~~increase~~directors, because of their ownership position, will have considerable influence regarding the ~~time~~outcome. Accordingly, our Sponsor and ~~costs~~independent ~~necessary~~directors will continue to ~~complete~~exert ~~any~~control ~~such~~at ~~acquisition~~least until the completion of our business combination.

~~Provisions~~We may amend the terms of the Warrants in ~~our~~a ~~amended~~manner ~~and~~that ~~restated~~may be ~~certificate~~adverse to holders of ~~incorporation~~public ~~and~~Warrants ~~Delaware~~with ~~law~~the ~~may~~approval ~~inhibit~~by athe ~~takeover~~holders of ~~us,~~at ~~which~~least ~~could~~50% ~~limit~~of the then outstanding public Warrants. As a result, the exercise price ~~investors~~of ~~might~~your Warrants could be ~~willing~~increased, tothe ~~pay~~exercise inperiod could be shortened and the ~~future~~number ~~for~~of shares of our common stock ~~and~~purchasable upon exercise of a warrant could ~~entrench~~be ~~management~~decreased, all without your approval.

Our ~~amended~~Warrants ~~and~~were ~~restated~~issued ~~certificate~~in ofregistered form ~~incorporation~~under ~~contains~~a ~~provisions~~warrant ~~that~~agreement ~~may~~between ~~discourage~~Continental ~~unsolicited~~Stock ~~takeover~~Transfer ~~proposals~~& Trust Company, as warrant agent, and us. The warrant agreement provides that ~~stockholders~~the terms of the Warrants may ~~consider~~be amended without the consent of any holder to becure inany ~~their~~ambiguity ~~best~~or correct any defective provision, but requires the approval by the holders of at least 50% of the then outstanding public Warrants to make any change that adversely affects the interests of the registered holders of public Warrants. ~~These~~Accordingly, ~~provisions~~we ~~include~~may aamend ~~staggered~~the ~~board~~terms of ~~directors~~the ~~and~~public Warrants ~~the~~in ~~ability~~a manner adverse to a holder if holders of at least 50% of the ~~board~~then outstanding public Warrants approve of ~~directors~~such amendment. Although our ability to ~~designate~~amend the terms of ~~and~~the ~~issue~~public ~~new~~Warrants ~~series~~with the consent of ~~preferred~~at ~~shares~~least 50% of the then outstanding public Warrants is unlimited, ~~which~~examples ~~may~~of ~~make~~such ~~more~~amendments ~~difficult~~could be amendments to, among other things, increase the ~~removal~~exercise price of ~~management~~the Warrants, ~~and~~shorten ~~may~~the ~~discourage~~exercise ~~transactions~~period ~~that~~or ~~otherwise~~decrease ~~could~~the ~~involve~~number ~~payment~~of shares of aour ~~premium~~common ~~over~~stock ~~prevailing~~purchasable ~~market~~upon ~~prices~~exercise ~~for~~of ~~our~~a ~~securities~~warrant.

WeBecause ~~are~~we ~~also~~must ~~subject~~furnish toour ~~anti-takeover~~stockholders ~~provisions~~with ~~under~~target ~~Delaware~~business financial ~~law~~statements, ~~which~~we ~~could delay or prevent a change of control. Together these provisions~~ may ~~make~~lose ~~more difficult~~ the ~~removal~~ability ofto ~~management~~complete ~~and~~an ~~may discourage transactions that~~ otherwise ~~could~~advantageous ~~involve~~initial ~~payment~~business ofcombination awith ~~premium~~some ~~over~~prospective target ~~prevailing market prices for our securities~~businesses.

~~Item~~The 1Bfederal proxy rules require that a proxy statement with respect to a vote on a business combination meeting certain financial significance tests include historical and/or pro forma financial statement disclosure in periodic reports. ~~Unresolved~~We ~~Staff~~will ~~Comments~~include the same financial statement disclosure in connection with our tender offer documents, whether or not they are required under the tender offer rules. These financial statements may be required to be prepared in accordance with, or be reconciled to, accounting principles generally accepted in the United States of America, or GAAP, or international financial reporting standards, or IFRS, depending on the circumstances and the historical financial statements may be required to be audited in accordance with the standards of the Public Company Accounting Oversight Board (United States), or PCAOB. These financial statement requirements may limit the pool of potential target businesses we may acquire because some targets may be unable to provide such statements in time for us to disclose such statements in accordance with federal proxy rules and complete our initial business combination within the prescribed time frame.

~~None.~~36

~~Item~~We 2.are ~~Properties.~~an emerging growth company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to emerging growth companies, this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

~~Our~~We ~~executive~~are ~~offices~~an ~~are~~“emerging ~~located~~growth atcompany” within ~~405~~the ~~Park~~meaning ~~Avenue,~~of ~~New~~the ~~York~~Securities Act, ~~New~~as ~~York~~modified ~~10022~~by the JOBS Act, and ~~our~~we ~~telephone~~may ~~number~~take isadvantage ~~(212)~~of ~~415-6500.~~certain ~~Our~~exemptions ~~executive~~from ~~offices~~various reporting requirements that are ~~provided~~applicable to usother bypublic ancompanies ~~affiliate~~that ofare ~~our~~not ~~Sponsor.~~emerging ~~Pursuant~~growth tocompanies anincluding, ~~administrative~~but ~~services~~not limited ~~agreement~~to, wenot ~~agreed~~being required to ~~pay~~comply ~~RCS~~with ~~Advisory~~the ~~Services,~~independent ~~LLC,~~registered anpublic ~~entity~~accounting ~~under~~firm ~~common~~attestation ~~control~~requirements ~~with~~of ~~the~~Section 404 ~~Sponsor~~of ~~("RCS~~the ~~Advisory")~~Sarbanes-Oxley Act, areduced ~~total~~disclosure ofobligations ~~$10,000~~regarding ~~per~~executive ~~month~~compensation ~~for~~in ~~office~~our ~~space,~~periodic ~~utilities,~~reports ~~secretarial~~and ~~support~~proxy statements, and ~~administrative~~exemptions ~~services. On~~from ~~January~~the ~~22,~~requirements ~~2016,~~of ~~due~~holding toa ~~the~~nonbinding ~~exigent~~advisory ~~circumstances~~vote ~~publicly~~on ~~announced~~executive bycompensation ~~RCS~~and ~~Advisory’s~~stockholder approval ~~parent~~of ~~company,~~any ~~including~~golden ~~but~~parachute payments not ~~limited~~previously toapproved. ~~its~~As ~~stated~~a ~~intention~~result, toour ~~file~~stockholders ~~for~~may ~~Chapter~~not 11have ~~bankruptcy~~access ~~protection~~to ~~and~~certain information ~~shut~~they ~~down~~may ~~all~~deem ofimportant. ~~its~~We ~~businesses~~could ~~other~~be ~~than~~an ~~its~~emerging ~~retail~~growth ~~advisor~~company ~~platform~~for byup ~~the~~to ~~end~~five ofyears, ~~January~~although ~~2016~~circumstances ~~(which~~could cause ~~bankruptcy~~us ~~filing~~to ~~did~~lose ~~subsequently~~that ~~occur~~status onearlier, ~~January~~including ~~31,~~if ~~2016),~~the ~~which~~market ~~resulted~~value inof ~~RCS~~our ~~Advisory’s~~common ~~inability~~stock toheld ~~provide~~by ~~the~~non-affiliates ~~services~~exceeds ~~contemplated~~$700 bymillion as ~~the~~of ~~administrative~~any ~~services~~June ~~agreement~~30 before that time, wein ~~provided~~which ~~notice~~case ofwe ~~termination~~would ofno ~~the~~longer ~~administrative~~be ~~services~~an ~~agreement. The~~emerging ~~space~~growth ~~formerly~~company ~~sublet~~as byof ~~RCS~~the ~~Advisory~~following ~~for~~December 31. ~~our~~We ~~office~~cannot ~~space~~predict iswhether ~~currently~~investors ~~leased~~will byfind ~~the~~our ~~Sponsor~~securities ~~and~~less ~~will~~attractive bebecause ~~provided~~we towill usrely ~~free~~on ofthese ~~charge~~exemptions. WeIf ~~have~~some investors ~~also~~find ~~agreed~~our tosecurities ~~pay~~less ~~the~~attractive ~~Sponsor~~as upa toresult ~~$15,000~~of ~~per~~our ~~month~~reliance ason ~~reimbursement~~these ~~for~~exemptions, athe ~~portion~~trading prices of ~~the~~our ~~compensation~~securities may ~~paid~~be tolower ~~its~~than ~~personnel~~they ~~including~~otherwise ~~certain~~would ofbe, ~~our~~there ~~officers~~may ~~who~~be ~~work~~a onless ~~our~~active ~~behalf.~~trading Wemarket ~~consider~~for our ~~current~~securities ~~office~~and ~~space~~the ~~adequate~~trading ~~for~~prices of our ~~current~~securities ~~operations~~may be more volatile.

~~Item~~Further, 3Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. ~~Legal~~The JOBS ~~Proceedings~~Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of our financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accountant standards used.

AsCompliance ofobligations ~~December 31,~~under ~~2015,~~the ~~there~~Sarbanes-Oxley ~~was~~Act nomay ~~material~~make it ~~litigation,~~more ~~arbitration~~difficult orfor ~~governmental proceeding currently pending against~~ us orto ~~any~~effectuate ~~members of~~ our ~~management~~business ~~team~~combination, inrequire ~~their~~substantial ~~capacity~~financial asand ~~such~~management resources, and weincrease the time and ~~the~~costs ~~members~~ of ~~our~~completing ~~management~~an ~~team have not been subject to any such proceeding~~acquisition.

~~Item~~Section 4404 of the Sarbanes-Oxley Act requires that we evaluate and report on our system of internal controls beginning with our Annual Report on Form 10-K for the year ending December 31, 2015. ~~Mine~~For ~~Safety~~as ~~Disclosures~~long as we remain an emerging growth company, we will not be required to comply with the independent registered public accounting firm attestation requirement on our internal control over financial reporting. The fact that we are a blank check company makes compliance with the requirements of the Sarbanes-Oxley Act particularly burdensome on us as compared to other public companies because a target company with which we seek to complete our business combination may not be in compliance with the provisions of the Sarbanes-Oxley Act regarding adequacy of its internal controls. The development of the internal control of any such entity to achieve compliance with the Sarbanes-Oxley Act may increase the time and costs necessary to complete any such acquisition.

~~Not applicable.~~37

25Provisions in our amended and restated certificate of incorporation and Delaware law may inhibit a takeover of us, which could limit the price investors might be willing to pay in the future for our common stock and could entrench management.

~~Table~~Our amended and restated certificate of ~~Contents~~incorporation contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. These provisions include a staggered board of directors and the ability of the board of directors to designate the terms of and issue new series of preferred shares, which may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

~~PART~~We IIare also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities.

Item 51B. ~~Market~~Unresolved ~~for~~Staff ~~Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities~~Comments.

~~Market Information~~None.

~~Our~~Item ~~Public Units, common stock and Warrants are listed on NASDAQ under the symbols “AUMAU,” “AUMA” and “AUMAW,” respectively~~2. ~~Our common stock and Warrants began separate trading on October 29, 2014 on NASDAQ~~Properties.

~~The~~Our ~~following~~executive ~~table~~offices ~~includes~~are ~~the~~located ~~high~~at 1330 ~~and~~Avenue ~~low~~of ~~sales~~the ~~prices~~Americas, ~~for~~6th ~~our~~Floor, ~~Public~~New ~~Units~~York, ~~common~~New ~~stock~~York, 10019, and ~~Warrants~~our telephone number is (212) 356-6130. We consider our current office space adequate for ~~the~~our ~~periods~~current ~~presented~~operations.

	Public Units(1)				Common Stock(2)				Warrants(3)
	High		Low		High		Low		High		Low
2015
First Quarter	$	10.20	$	9.73	$	10.48	$	9.41	$	0.45	$	0.24
Second Quarter	$	10.10	$	9.90	$	9.97	$	9.80	$	0.60	$	0.20
Third Quarter	$	10.33	$	9.89	$	10.05	$	9.72	$	0.38	$	0.14
Fourth Quarter	$	10.10	$	9.70	$	9.90	$	8.75	$	0.26	$	0.06
2014
Fourth Quarter	$	9.90	$	8.84	$	9.70	$	9.21	$	0.50	$	0.20

Item 3. Legal Proceedings.

~~________________________~~As of December 31, 2016, there was no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team in their capacity as such, and we and the members of our management team have not been subject to any such proceeding.

~~(1) Our~~Item ~~Public Units began trading on NASDAQ on October 2, 2014~~4. AsMine aSafety ~~result, the figures for the fourth quarter of 2014 are for the period from October 2, 2014 through December 31, 2014~~Disclosures.

~~(2) Our~~Not ~~common stock began separate trading on NASDAQ on October 29, 2014~~applicable. ~~As a result, the figures for the fourth quarter of 2014 are for the period from October 29, 2014 through December 31, 2014.~~

~~(3) Our~~PART ~~Warrants began separate trading on NASDAQ on October 29, 2014. As a result, the figures for the fourth quarter of 2014 are for the period from October 29, 2014 through December 31, 2014.~~II

AsMarket ~~of February 19, 2016, there was one holder of record of our Public Units, five holders of record of our common stock and two holders of record of our Warrants.~~ Information

~~Dividends~~Our Public Units, common stock and Warrants are listed on NASDAQ under the symbols “AXARU,” “AXAR” and “AXARW,” respectively. Our common stock and Warrants began separate trading on October 29, 2014 on NASDAQ.

We have not paid any cash dividends on our common stock to date and do not intend to pay cash dividends prior to the completion of a business combination. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to the completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants that we may agree to in connection therewith.38

26The following table includes the high and low sales prices for our Public Units, common stock and Warrants for the periods presented.

Table of Contents

	Public Units				Common Stock				Warrants
	High		Low		High		Low		High		Low
2016
First Quarter	$	9.91	$	9.72	$	9.85	$	9.71	$	0.14	$	0.06
Second Quarter	$	9.95	$	9.85	$	10.00	$	9.82	$	0.10	$	0.03
Third Quarter	$	10.09	$	9.95	$	10.04	$	9.90	$	0.15	$	0.01
Fourth Quarter	$	10.04	$	9.90	$	10.05	$	9.74	$	0.09	$	0.04
2015
First Quarter	$	10.20	$	9.73	$	10.48	$	9.41	$	0.45	$	0.24
Second Quarter	$	10.10	$	9.90	$	9.97	$	9.80	$	0.60	$	0.20
Third Quarter	$	10.33	$	9.89	$	10.05	$	9.72	$	0.38	$	0.14
Fourth Quarter	$	10.10	$	9.70	$	9.90	$	8.75	$	0.26	$	0.06

~~Performance Graph~~Holders

~~The~~As ~~graph below compares the cumulative total return~~ of ~~our~~March ~~Public Units (the blue line in chart below) from October 2~~14, ~~2014~~2017, ~~the~~there ~~date~~was ~~that~~one ~~our Public Units were first listed on NASDAQ, through December 31, 2015 with the comparable cumulative return~~ holder of ~~two~~record ~~indices, the S&P 500 Index (the green line in the chart below) and the Dow Jones Industrial Average Index (the red line in chart below). The graph plots the growth in value~~ of ~~an initial investment in each of~~ our Public Units, ~~the~~six ~~Dow~~holders ~~Jones~~of ~~Industrial~~record ~~Average Index and the S&P 500 Index over the indicated time periods, and assumes reinvestment~~ of ~~all~~our ~~dividends,~~common ~~if any, paid on the securities. We have not paid any cash dividends and, therefore, the cumulative total return calculation for us is based solely upon~~ stock ~~price appreciation~~ and ~~not~~four ~~upon~~holders ~~reinvestment~~ of ~~cash~~record ~~dividends. The stock price performance shown on the graph is not necessarily indicative~~ of ~~future~~our ~~price performance~~Warrants.

27Dividends

~~Table~~On October 7, 2016, the Company’s Board of ~~Contents~~Directors declared a dividend on the Company’s common stock consisting of one-half of one warrant per share of common stock, with each whole Public Warrant exercisable to purchase one share of common stock at $12.50 per share (each a “New Warrant”). The New Warrants will not be exercisable until the later of (i) the date that is 30 days after the first date on which the Company completes an Initial Business Combination and (ii) October 17, 2017. The Company’s independent directors agreed to waive their right to receive the dividend. As a result, the Company issued an aggregate of 1,253,055 New Warrants in October 2016. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition subsequent to the completion of a business combination. The payment of any cash dividends subsequent to a business combination will be within the discretion of our board of directors at such time. In addition, our board of directors is not currently contemplating and does not anticipate declaring any stock dividends in the foreseeable future. Further, if we incur any indebtedness, our ability to declare dividends may be limited by restrictive covenants that we may agree to in connection therewith.

~~Item~~Performance ~~6. Selected Financial Data.~~Graph

The ~~following~~graph ~~table~~below ~~sets~~compares ~~forth selected financial information derived from our audited financial statements included elsewhere in this Report for~~ the ~~year~~cumulative ~~ended~~total ~~December 31,~~return ~~2015 and~~ for ~~the~~our units ~~period~~ from ~~July~~November 2510, 2014 ~~(inception)~~through to December 31, ~~2014. You~~2016 ~~should~~with ~~read~~ the ~~following~~comparable ~~selected~~cumulative ~~financial~~return ~~data~~of intwo ~~conjunction~~indices: ~~with~~the NASDAQ Composite Index and the ~~accompanying~~Russell ~~financial~~2000 ~~statements~~Index. ~~and~~The ~~related~~graph ~~notes~~assumes ~~thereto~~$100 ~~and~~invested ~~"Item~~on 7November 10, ~~Management's~~2014 ~~Discussion~~in ~~and~~each ~~Analysis~~ of ~~Financial~~our ~~Condition~~units and ~~Results~~the oftwo ~~Operations"~~indices presented.

	December 31,		December 31,
Balance Sheet Data:	2015		2014
Cash	$	700,873	$	1,570,214
Investments held in Trust Account	$	240,018,972	$	240,002,671
Total assets	$	240,722,662	$	241,601,018
Common stock subject to possible redemption; 22,700,592 and 22,796,762 shares (at redemption value of approximately $10.00 per share) as of December 31, 2015 and December 31, 2014, respectively	$	227,005,919	$	227,967,620
Total stockholders' equity	$	5,000,010	$	5,000,010

COMPARISON OF CUMULATIVE TOTAL RETURN*

Statement of Operations Data:	Year Ended December 31, 2015			For the period from July 25, 2014 (inception) to December 31, 2014
Total interest income	$	17,456		$	3,077
Total expenses	$	981,974		$	316,265
Net loss	$	(964,518	)	$	(313,188	)
Net loss per common share, basic and diluted	$	(0.13	)	$	(0.04	)
Weighted average number of common shares outstanding, basic and diluted	7,240,479			8,080,989

Among AXAR Acquisition Corp., the NASDAQ Composite Index , and the RUSSELL 2000 Index

Cash Flow Data:	Year Ended December 31, 2015			For the period from July 25, 2014 (inception) to December 31, 2014
Net cash used in operating activities	$	(855,641	)	$	(110,604	)
Net cash used in investing activities	$	—		$	(240,000,000	)
Net cash (used in) provided by financing activities	$	(13,700	)	$	241,680,818

* $100 invested on November 10, 2014 in stock or index, including reinvestment of dividends.

	11/10/2014		12/31/2014		12/31/2015		12/31/2016
AXAR Acquisition Corp.		100.00		100.52		100.83		102.07
NASDAQ Composite		100.00		101.82		107.65		115.73
RUSSELL 2000		100.00		102.13		96.30		115.05

~~Table~~Item of6. ~~Contents~~Selected Financial Data.

The following table sets forth selected financial information derived from our audited financial statements included elsewhere in this Report as of and for the years ended December 31, 2016 and 2015. You should read the following selected financial data in conjunction with the accompanying financial statements and related notes thereto and “Item 7., Management's Discussion and Analysis of Financial Condition and Results of Operations”.

The following discussion and analysis should be read in conjunction with the financial statements and related notes included elsewhere in this Report. This discussion contains forward-looking statements reflecting our current expectations, estimates and assumptions concerning events and financial trends that may affect our future operating results or financial position. Actual results and the timing of events may differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in the sections entitled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements” appearing elsewhere in this Report.39

Overview

	December 31,			December 31,
Balance Sheet Data:	2016			2015
Cash	$	200,003		$	700,873
Cash and marketable securities held in Trust Account	$	25,072,751		$	240,018,972
Total assets	$	25,372,874		$	240,722,662
Common stock subject to possible redemption; 1,386,746 and 22,700,592 shares (at redemption value of approximately $10.00 per share) as of December 31, 2016 and December 31, 2015, respectively	$	13,867,460		$	227,005,919
Total stockholders' equity	$	5,000,005		$	5,000,010

Statement of Operations Data:	Year Ended December 31, 2016			Year Ended December 31, 2015
Total interest income	$	314,738		$	17,456
Total expenses	$	1,783,231		$	981,974
Net loss	$	(1,468,493	)	$	(964,518	)

Net loss per common share, basic and diluted	$	(0.21	)	$	(0.13	)
Weighted average number of common shares outstanding, basic and diluted		7,154,585			7,240,479

Cash Flow Data:	Year Ended December 31, 2016			Year Ended December 31, 2015
Net cash used in operating activities	$	(2,105,625	)	$	(855,641	)
Net cash provided by investing activities	$	215,260,828		$	-
Net cash used in provided by financing activities	$	(213,656,073	)	$	(13,700	)

WeItem are a blank check company incorporated on July 25, 2014 as a Delaware corporation and formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses7. We ~~will~~Management's ~~seek~~Discussion ~~to capitalize on the substantial deal sourcing, investing~~ and ~~operating~~Analysis ~~expertise~~ of ~~our~~Financial ~~Sponsor~~Condition and ~~management~~Results team to identify and complete a business combination with one or more businesses in the asset management industry, although we may pursue business combination opportunities in other industries. Our amended and restated certificate of incorporation prohibits us from effectuating a business combination with another blank check company or similar company with nominal operations. We intend to effectuate our initial business combination using cash from proceeds of our initial public offering and the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.Operations

~~Results~~The following discussion and analysis of the ~~Operations~~Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.

~~Through~~Special ~~December 31,~~Note ~~2015~~Regarding ~~and~~Forward-Looking for the period from July 25, 2014 (inception) to December 31, 2014, our efforts have been limited to organizational activities, activities relating to our initial public offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. We have not generated any revenues, other than interest income earned on the proceeds held in the Trust Account and cash outside of the Trust Account. As of December 31, 2015 and 2014, respectively, $240,018,972 and $240,002,671 of investments were held in the Trust Account (including $8,400,000 of deferred underwriting commissions and advisory fees and $6,550,000 from the sale of the Private Placement Warrants), respectively. As of December 31, 2015 and 2014, we had cash outside of trust of $700,873 and $1,570,214, respectively. As of December 31, 2015 and 2014, we had $135,937 and $59,921, respectively, in accounts payable and accrued expenses, $63,919 and $95,056, respectively, in due to affiliates and $116,877 and $78,411, respectively, in franchise tax payable. Our amended and restated certificate of incorporation provides that, other than the withdrawal of interest to pay income taxes and franchise taxes, none of the funds held in trust will be released until the earlier of (i) the completion of our initial business combination and (ii) the redemption of 100% of the Public Shares if we are unable to complete an initial business combination within 24 months from the closing of our initial public offering. Through December 31, 2015 and 2014, we had not withdrawn any funds from interest earned on the trust proceeds. Other than the deferred underwriting discounts and commissions, no amounts are payable to the underwriters of our initial public offering in the event of a business combination.Statements

~~For~~All ~~the~~statements ~~year~~other ~~ended~~than ~~December 31~~statements of historical fact included in this Form 10-K including, ~~2015~~without limitation, statements under “Management’s Discussion and ~~for~~Analysis ~~the~~of ~~period~~Financial ~~from~~Condition ~~July~~and ~~25,~~Results ~~2014~~of ~~(inception)~~Operations” ~~through~~regarding ~~December~~the 31Company’s financial position, ~~2014~~business strategy and the plans and objectives of management for future operations, weare ~~earned~~forward-looking ~~$17~~statements. When used in this Form 10-K,~~456~~ ~~and~~words $3such as “anticipate,~~077~~” “believe,” ~~respectively~~“estimate,” in“expect,” ~~interest~~“intend” and ~~income~~similar ~~from~~expressions, ~~investments~~as ~~held~~they inrelate ~~the~~to ~~Trust~~us ~~Account~~or ~~and~~the ~~cash~~Company’s ~~held~~management, ~~outside~~identify offorward-looking ~~trust~~statements. ~~All~~ ofSuch ~~our~~forward-looking statements ~~funds~~are inbased on the ~~Trust~~beliefs ~~Account~~of ~~are~~management, ~~invested~~as inwell ~~permitted~~as ~~United~~assumptions ~~States~~made ~~“government~~by, ~~securities”~~and ~~within~~information currently available to, the Company’s ~~meaning~~management. ofActual ~~Section~~results ~~2(a)(16)~~could ofdiffer ~~the~~materially ~~Investment~~from ~~Company~~those ~~Act,~~contemplated ~~having~~by the forward-looking statements as a ~~maturity~~result of ~~180~~certain ~~days~~factors ordetailed ~~less~~in orour infilings ~~money~~with ~~market~~the ~~funds~~SEC. ~~meeting~~All ~~certain~~subsequent ~~conditions~~written ~~under~~or ~~Rule~~oral 2aforward-7looking ~~promulgated~~statements ~~under~~attributable to ~~the~~us ~~Investment~~or ~~Company~~persons ~~Act~~acting ~~which~~on ~~invest~~the ~~only~~Company’s behalf are qualified in ~~direct~~their ~~U.S.~~entirety ~~government~~by ~~treasury~~this ~~obligations~~paragraph.

We entered into an agreement to pay RCS Advisory a total of $10,000 per month for office space, utilities, secretarial support and administrative services commencing on the date our securities were first listed on NASDAQ. We also entered into an agreement to pay our Sponsor an amount not to exceed $15,000 per month as reimbursement for a portion of the compensation paid to its personnel, including certain of our officers, who work on our behalf, commencing on the date our securities were first listed on NASDAQ. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly reimbursements. For the year ended December 31, 2015 and for the period from July 25, 2014 (inception) through December 31, 2014, we incurred a total of $300,000 and $74,193, respectively under these agreements. As of December 31, 2015 and 2014, $20,000 and $29,677, respectively, remained payable to RCS Advisory and $30,000 and $44,516, respectively remained payable to our Sponsor for services under these agreements. On January 22, 2016, due to the exigent circumstances publicly announced by RCS Advisory’s parent company, including but not limited to its stated intention to file for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform by the end of January 2016 (which bankruptcy filing did subsequently occur on January 31, 2016), which resulted in RCS Advisory’s inability to provide the services contemplated by the administrative services agreement, we provided notice of termination of 40

29Overview

~~Table~~On October 6, 2016, we held a special meeting with stockholders and public warrant holders (“Special Meeting”). Following the approval of ~~Contents~~the proposals at the Special Meeting, we filed an amendment to our amended and restated certificate of incorporation to: (i) extend the date by which we must complete an initial Business Combination to (a) October 1, 2017 or (b) if prior to October 1, 2017, we publicly disclose that an extension past October 1, 2017 will not prevent us from maintaining the listing of our securities on NASDAQ, December 31, 2017 (“Extension”), and (ii) to change our company’s name from “AR Capital Acquisition Corp.” to “Axar Acquisition Corp.”

In connection with the ~~administrative~~Extension, ~~services~~(i) ~~agreement~~Andrew Axelrod was appointed as Chief Executive Officer and Executive Chairman of the Board of Directors, Lionel Benichou was appointed as Chief Financial Officer, and (ii) Nicholas S. ~~The~~ ~~space~~Schorsch, ~~formerly~~Nicholas ~~sublet~~Radesca and William Kahane each resigned from their positions as officers and directors of our company. Pursuant to the agreement by ~~RCS~~and ~~Advisory~~among ~~for~~us, AR Capital, LLC, our ~~office~~former ~~space~~sponsor is(“ARC”), transferred ~~currently~~all ~~leased~~of its founder shares and Private Placement Warrants to our new sponsor, Axar Master Fund Ltd. (the “Sponsor”). Upon consummation of the initial Business Combination, the Sponsor agreed to automatically forfeit, for no consideration, a number of founder shares equal to the excess of (if positive) of (a) 6,000,000 over (b) 25% of the sum of (i) total public shares outstanding plus (ii) the excess of (x) the total number of shares of common stock issued or deemed issued, or issuable upon the conversion of exercise of any equity-linked securities or rights issued or deemed issued, by us in connection with the consummation of the initial Business Combination, excluding any shares of common stock or equity-linked securities exercisable for or convertible into shares of common stock issued, or to be issued, to any seller in the initial Business Combination or the Sponsor and ~~will~~its affiliates, over (y) the total number of Public Shares redeemed in connection with the Initial Business Combination. No Founder Shares should be ~~provided~~forfeited if sum of the forgoing (a) and (b) is equal to usor ~~free~~less ofthan ~~charge~~zero.

~~Liquidity~~In addition, ARC agreed to terminate its Compensation Reimbursement Agreement with us and ~~Capital~~agreed ~~Resources~~that all amounts owed under such arrangements, or approximately $50,000, were contributed to capital.

~~For~~At the ~~year~~Special ~~ended December 31~~Meeting, ~~2015~~stockholders ~~and~~holding 21,493,889 ~~for~~public ~~the~~shares ~~period~~exercised ~~from~~their ~~July~~right ~~25,~~to ~~2014~~convert ~~(inception)~~their ~~through~~public ~~December~~shares ~~31,~~into ~~2014,~~a wepro ~~disbursed~~rata anportion ~~aggregate~~ of ~~approximately~~the ~~$855,641~~Trust ~~and~~Account. ~~$110,604,~~As a ~~respectively~~result, ~~out~~an ofaggregate ~~the proceeds~~ of ~~our~~approximately ~~initial~~$215 ~~public~~million ~~offering~~(or ~~not~~approximately ~~held~~$10.00 inper ~~trust,~~share) ~~for~~were ~~legal~~removed ~~and~~from ~~accounting~~the ~~fees~~Trust ~~and~~Account ~~filing fees relating~~ to pay ~~our~~such ~~SEC reporting obligations and general corporate matters, and miscellaneous expenses~~holders.

WeOn ~~believe~~October ~~that~~7, 2016, following approval of the proposals at the Special Meeting, we ~~have~~amended ~~sufficient~~the ~~available~~warrant ~~funds~~agreements ~~outside~~for all of the ~~Trust~~12,000,000 ~~Account~~outstanding Public Warrants to ~~operate~~automatically ~~through~~convert ~~October~~into 7right to receive $0.15 per Public Warrant upon the consummation of the Business Combination, ~~2016~~for an aggregate amount of $1.8 million, ~~assuming~~payable ~~that~~in acash ~~business~~or ~~combination~~shares isof ~~not~~our ~~consummated~~common ~~during~~stock ~~that~~at ~~time~~our discretion. ~~However~~In addition, we ~~cannot~~also ~~assure~~amended to ~~you~~increase ~~that~~the ~~this~~exercise price of the Private Placement Warrants from 11.50 to $12.50 per share. Also in October 2016, our Board of Directors declared a dividend on our common stock consisting of one-half of one warrant per share of common stock, with each whole warrant exercisable to purchase one share of common stock at $12.50 per share (each a “New Warrant”). The New Warrants will not be exercisable until the ~~case~~later of (i) the date that is 30 days after the first date on which we complete an initial Business Combination and (ii) October 17, 2017. ~~Over~~Our ~~this~~independent ~~time~~directors ~~period~~agreed to waive their right to receive the dividend. As a result, we ~~currently~~issued ~~anticipate~~an ~~incurring~~aggregate ~~expenses~~of ~~for~~1,253,055 ~~the~~New ~~following~~Warrants ~~purposes:~~in October 2016.

~~• due diligence and investigation of prospective target businesses;~~41

•Critical ~~legal~~Accounting ~~and accounting fees relating to our SEC reporting obligations and general corporate matters;~~Policy

•Common ~~structuring~~Stock ~~and~~Subject ~~negotiating~~to aPossible ~~business combination, including the making of a down payment or the payment of exclusivity or similar fees and expenses; and~~Redemption

•Under ~~other~~our ~~miscellaneous~~amended ~~expenses~~and restated certificate of incorporation, all of the Public Shares may be redeemed for cash in connection with our liquidation or a tender offer or stockholder approval in connection with an initial Business Combination. In accordance with FASB ASC 480, “Distinguishing Liabilities from Equity”, redemption provisions not solely within the control of our company require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entity’s equity instruments, are excluded from the provisions of FASB ASC 480. Although we did not specify a maximum redemption threshold, our charter provides that in no event will we redeem the common stock sold as part of the units in the Public Offering in an amount that would cause its net tangible assets (stockholders’ equity) to be less than $5,000,001.

AsWe ~~indicated~~recognize changes in ~~the~~redemption ~~financial~~value immediately ~~statements~~as ~~included~~they ~~elsewhere~~occur inand ~~this~~will ~~Report,~~adjust atthe ~~December 31,~~carrying ~~2015~~value ~~and~~of ~~2014,~~the wesecurity ~~had~~to ~~cash~~equal ~~outside~~the ofredemption ~~trust~~value inat the ~~amount~~end of ~~$700,873~~each ~~and~~reporting period. ~~$1,570,214,~~Increases ~~respectively,~~or ~~$135,937~~decreases ~~and $59,921, respectively,~~ in ~~accounts~~the ~~payable~~carrying ~~and~~amount ~~accrued~~of ~~expenses, $116,877~~redeemable ~~and~~common ~~$78,411,~~stock ~~respectively,~~shall inbe ~~franchise~~affected ~~tax~~by ~~payable~~charges ~~and~~against ~~$63,919~~additional paid-in ~~and~~capital ~~$95,056, respectively,~~ in ~~due~~accordance towith ~~affiliates~~ASC 480.

~~Off-Balance~~Accordingly, ~~Sheet~~at ~~Financing~~December ~~Arrangements~~31, 2016 and December 31, 2015, 1,386,746 and 22,700,592 Public Shares were classified outside of permanent equity at its redemption value, respectively.

WeResults have no obligations, assets or liabilities which would be considered off-balance sheet arrangements. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of ~~facilitating off-balance sheet arrangements.~~Operations

WeFor ~~have~~the ~~not~~years ~~entered~~ended ~~into~~December ~~any~~31, ~~off-balance~~2016 ~~sheet~~and 2015, ~~financing~~we ~~arrangements~~had a net loss of approximately $1.5 million and $965,000, ~~established~~respectively. ~~any~~Through ~~special~~December ~~purpose~~31, ~~entities~~2016, ~~guaranteed~~our efforts have been limited to organizational activities, activities relating to our Public Offering, activities relating to identifying and evaluating prospective acquisition candidates and activities relating to general corporate matters. We have not generated any ~~debt~~income, orother than ~~commitments~~interest income earned on the proceeds held in the Trust Account and cash outside of ~~other~~the ~~entities~~Trust Account. During the year ended December 31, or2016 ~~entered~~and ~~into~~2015, ~~any~~we ~~non-financial~~withdrew ~~agreements~~approximately ~~involving~~$131,600 ~~assets~~and $0, respectively, in funds from the interest earned from the Trust Account proceeds to pay for franchise taxes.

~~Contractual~~Liquidity ~~Obligations~~and Going Concern

We dowill ~~not~~only have ~~any~~until ~~long-term~~(a) ~~debt,~~October ~~capital lease obligations~~1, ~~operating~~2017 ~~lease obligations~~ or ~~long-term~~(b) ~~liabilities~~if ~~other~~prior ~~than an administrative services agreement~~ to ~~pay~~October ~~RCS Advisory a total of $10~~1,~~000~~ ~~per month for office space~~2017, ~~utilities,~~we ~~secretarial~~publicly ~~support~~disclose ~~and~~that ~~administrative services and a compensation reimbursement agreement to pay the Sponsor~~ an ~~amount~~extension ~~not~~past October ~~to exceed $15~~1,~~000~~ ~~per~~2017 ~~month~~will asnot ~~reimbursement~~prevent ~~for~~us afrom ~~portion~~maintaining of the ~~compensation~~listing ~~paid to its personnel, including certain~~ of our ~~officers who work on our behalf, commencing on the date our~~ securities ~~were first listed~~ on NASDAQ~~. Upon the earlier of the completion of the initial business combination or our liquidation~~, weDecember ~~will cease paying these monthly reimbursements. On January 22~~31, ~~2016,~~2017 ~~due~~(“Liquidation Date”) to complete the ~~exigent~~Initial ~~circumstances~~Business ~~publicly~~Combination. ~~announced~~This bymandatory ~~RCS~~liquidation ~~Advisory’s~~and ~~parent~~subsequent ~~company,~~dissolution ~~including~~raises ~~but~~substantial doubt ~~not~~about ~~limited~~our toability ~~its stated intention~~ to ~~file~~continue ~~for~~as ~~Chapter~~a 11going ~~bankruptcy~~concern. ~~protection~~No ~~and~~adjustments ~~shut~~have ~~down~~been ~~all~~made ~~of its businesses other than its retail advisor platform by the end of January 2016 (which bankruptcy filing did subsequently occur on January 31, 2016), which resulted in RCS Advisory’s inability~~ to ~~provide~~ the ~~services~~carrying ~~contemplated~~amounts byof ~~the~~assets ~~administrative~~or liabilities ~~services~~should ~~agreement,~~ we ~~provided~~be ~~notice~~required ofto ~~termination~~liquidate ofafter the ~~administrative~~Liquidation ~~services agreement~~Date. ~~The space formerly sublet by RCS Advisory for our office space is currently leased by the Sponsor and will be provided to us free of charge.~~

~~Significant~~In ~~Accounting~~the ~~Estimates~~event ~~and~~of ~~Critical~~such ~~Accounting~~liquidation, ~~Policies~~it is possible that the per share value of the residual assets remaining available for distribution (including Trust Account assets) will be less than the Initial Public Offering price per Unit in the Public Offering.

WeAs ~~have~~of ~~identified~~December ~~the~~31, ~~following~~2016, aswe ~~critical~~had ~~accounting~~approximately $200,000 ~~policies:~~in our operating bank account, which excludes interest income available to us to pay franchise and income taxes of approximately $202,000 from our investments in the Trust Account.

~~Use~~Through December 31, 2016, our liquidity needs have been satisfied through receipt of ~~Estimates~~a $25,000 capital contribution from the ARC in exchange for the issuance of the founder shares, $79,702 in loans from ARC and approximately $88,000 due to affiliate, which were fully paid on October 8, 2014, the proceeds not held in trust resulted from the consummation of the Public Offering and the Private Placement. In addition, ARC contributed approximately $770,000 to capital in October 2016 to pay for our outstanding payables.

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.42

30Pursuant to the Transfer Agreement, the Sponsor agreed to lend us on January 1, 2017 and on the first business day of each of the following three fiscal quarters commencing thereafter (or, if the Extension date is October 1, 2017, the following two fiscal quarters commencing thereafter) approximately $125,300, which amounts will be deposited in the Trust Account (“Trust Loan”). The Sponsor has also agreed to provide a loan to us for up to $2 million for working capital and other expenses (together with Trust Loan, “Loan”). The Loan will be non-interest bearing and repayable by us to the Sponsor upon consummation of an initial Business Combination. If a Business Combination is not consummated, the note will not be repaid and all amounts owed thereunder by us will be forgiven, except to the extent that we had funds available outside of the Trust Account. As of December 31, 2016, we had an outstanding amount of $700,000 under the Loan to Sponsor, of which $125,305 was deposited to the Trust Account in January 2017.

~~Table~~If we do not complete an initial Business Combination by (i) October 1, 2017 or (ii) if prior to October 1, 2017, we publicly discloses that an extension past October 1, 2017 will not prevent us from maintaining the listing of ~~Contents~~its securities on NASDAQ, December 31, 2017, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay our franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about our ability to continue as a going concern.

~~Recently~~There ~~Adopted~~will ~~Accounting~~be ~~Standards~~no redemption rights or liquidating distributions with respect to our Private Placement Warrants and the New Warrants, which will expire worthless if we fail to complete an initial Business Combination within the required time period.

On ~~January~~October 17, ~~2015~~2016, weARC ~~adopted~~agreed ~~Accounting~~to ~~Standards~~terminate its ~~Update~~compensation ~~("ASU")~~reimbursement ~~No.~~agreement ~~2014-10~~with us, ~~which~~pursuant ~~eliminated~~to ~~certain~~which ~~financial~~we ~~reporting~~were ~~requirements~~to ofpay ~~companies~~ARC ~~previously~~an ~~identified~~amount asnot ~~“Development~~to ~~Stage~~exceed ~~Entities”~~$15,000 ~~(Topic~~per ~~915)~~month. ARC ~~The~~also ~~amendments~~agreed inthat ~~this ASU simplify accounting guidance by removing~~ all ~~incremental~~amounts ~~financial~~owed ~~reporting~~under ~~requirements~~such ~~for development stage entities. The amendments also reduce data maintenance and~~arrangements, ~~for~~or ~~those~~approximately ~~entities subject to audit~~$50,000, ~~audit~~were ~~costs~~contributed ~~by eliminating the requirement for development stage entities~~ to ~~present inception-to-date information in the statements of income, cash flows, and stockholders’ equity~~capital.

~~On September 30, 2015, we adopted ASU No. 2014~~Off-~~15,~~balance ~~"Presentation~~sheet offinancing Financial Statements - Going Concern (Subtopic 205-40), Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern," which provided guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued and to provide related footnote disclosures. arrangements

AsWe ofhave ~~December~~no 31obligations, ~~2015,~~assets ~~our~~or ~~financial~~liabilities which ~~statements~~would ~~have~~be ~~been~~considered ~~presented~~off-balance tosheet ~~conform~~arrangements. We do not participate in transactions that create relationships with unconsolidated ~~the~~entities ~~reporting~~or ~~and~~financial ~~disclosure~~partnerships, ~~requirements~~often ofreferred to as variable interest entities, which would have been established for the ~~above~~purpose ~~standards~~of facilitating off-balance sheet arrangements.

~~Going~~We ~~Concern~~have ~~Consideration~~not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or entered into any non-financial agreements involving assets.

IfContractual we do not complete an Initial Business Combination by October 7, 2016, we will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the common stock sold as part of the units in the Public Offering, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released to us to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. This mandatory liquidation and subsequent dissolution requirement raises substantial doubt about our ability to continue as a going concern.

~~There~~As ~~will~~a be“smaller noreporting ~~redemption~~company” as ~~rights~~defined orby ~~liquidating~~Item ~~distributions~~10 ~~with~~of ~~respect~~Regulation toS-K, the ~~warrants,~~Company ~~which~~is ~~will~~not ~~expire~~required ~~worthless if we fail~~ to ~~complete~~provide anthis ~~Initial Business Combination by October 7, 2016~~information.

~~Cash and Cash Equivalents~~43

WeItem ~~consider~~7A. ~~all~~Quantitative ~~highly~~and ~~liquid~~Qualitative ~~investments~~Disclosures ~~with~~about ~~original~~Market ~~maturities of three months or less to be cash equivalents~~Risk.

~~Net~~Market ~~loss~~risk ~~per~~is ~~Common~~the ~~Share~~sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices and other market driven rates or prices. We are not presently engaged in and, if we do not consummate a suitable business combination prior to the prescribed liquidation date of the Trust Account, we may not engage in, any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market driven rates or prices. The net proceeds of our initial public offering held in the Trust Account may be invested by the trustee only in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Given our limited risk in our exposure to government securities and money market funds, we do not view the interest rate risk to be significant.

Net loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding, excluding shares subject to possible redemption, for the period. The weighted average common shares issued and outstanding, excluding shares subject to possible redemption, of 7,240,479 for the year ended December 31, 2015 takes into effect the 8,625,000 shares issued on July 24, 2014 to the Sponsor; the 1,725,000 Founder Shares forfeited as a result of a reduction in the size of the Public Offering on October 1, 2014, the aggregate of 60,000 shares transferred by the Sponsor to David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich (our independent directors), on October 1, 2014; 24,000,000 shares sold in our initial public offering and outstanding since October 7, 2014; and the aggregate of 900,000 Founder Shares forfeited by the Initial Stockholders on December 4, 2014 as a result of the underwriters’ election not to exercise their over-allotment option in connection with our initial public offering. The 18,550,000 Warrants related to our initial public offering and the sale of the Private Placement Warrants are contingently issuable shares and are excluded from the calculation of diluted earnings per share because they are anti-dilutive.44

~~Fair~~Item ~~Value~~8. of Financial ~~Instruments~~Statements and Supplementary Data.

The ~~fair~~information ~~value~~required ofby ~~our~~this ~~assets~~item ~~and~~appears ~~liabilities,~~beginning ~~which~~on ~~qualify~~page F-1 asfollowing ~~financial~~the ~~instruments~~signature ~~under~~pages ~~FASB~~of ~~ASC~~this ~~820,~~Report ~~“Fair Value Measurements~~ and ~~Disclosures,”~~is ~~approximates~~incorporated ~~the~~herein ~~carrying~~by ~~amounts represented in the balance sheet~~reference.

31Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

~~Table~~On November 10, 2016, the Audit Committee of ~~Contents~~the Board of Directors of the Company engaged WithumSmith+Brown, PC as the Company’s independent registered public accounting firm, effective immediately, and dismissed KPMG, LLP as the Company’s independent registered public account firm. Our Company’s principal accountant’s report on the financial statements for either of the past two years has not contained an adverse opinion or a disclaimer of opinion, and has not been qualified or modified as to uncertainty, audit scope, or accounting principles. Furthermore, during the Company’s two most recent fiscal years there were no disagreements with our current or former accountant on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure.

~~Offering~~Item ~~Costs~~9A. Controls and Procedures.

WeDisclosure ~~comply~~controls ~~with~~and ~~the~~procedures ~~requirements~~are ~~of FASB ASB 340-10-S99-1~~ controls and ~~SEC~~other ~~Staff~~procedures ~~Accounting~~that ~~Bulletin~~are ~~(SAB)~~designed ~~Topic~~to 5Aensure -that ~~"Expenses~~information ofrequired ~~Offering".~~to ~~Offering~~be ~~costs~~disclosed ~~consist~~in ~~principally~~our ofreports ~~professional~~filed ~~and~~or ~~registration~~submitted ~~fees~~under the ~~incurred~~Exchange ~~through~~Act ~~the~~is ~~balance~~recorded, ~~sheet~~processed, ~~date~~summarized ~~that~~and ~~are~~reported ~~related~~within to the ~~initial~~time ~~public~~periods ~~offering~~specified ~~and~~in ~~that~~the ~~were charged to stockholder'~~SEC’s ~~equity~~rules ~~upon~~and forms. ~~the~~Disclosure ~~completion~~controls ofand ~~the~~procedures ~~initial~~include, ~~public~~without ~~offering. At December 31~~limitation, ~~2015,~~controls ~~the~~and ~~Company~~procedures ~~expects~~designed to ~~receive~~ensure athat ~~reimbursement~~information required ofto ~~offering~~be ~~costs~~disclosed ofin ~~$2,817. At~~Company ~~December~~reports ~~31,~~filed ~~2014,~~or ~~offering~~submitted ~~costs~~under ofthe ~~$13,294,182~~Exchange ~~(including~~Act ~~$13,200,000~~is inaccumulated ~~underwriting commissions~~ and ~~advisory~~communicated ~~fees~~to ~~and $94~~management,~~182~~ including inour ~~fees~~Chief inExecutive ~~connection~~Officer ~~with~~and ~~the~~Chief ~~initial~~Financial ~~public offering~~Officer, ~~which~~to isallow ~~net~~timely ofdecisions ~~reimbursable~~regarding ~~offering~~required ~~expenses of $500,000) have been charged to stockholders' equity~~disclosure.

~~Organizational~~As ~~Costs~~required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2016. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Organizational~~Management’s ~~costs~~Report ~~include~~on ~~accounting~~Internal ~~and~~Control ~~legal~~Over fees and the costs of incorporation. These costs are expensed as incurred. No organizational costs were incurred during the year ended December 31, 2015. For the period of July 25, 2014 (inception) to December 31, 2014, we have incurred organizational costs of $22,979.Financial Reporting

~~Redeemable~~Management ~~Common~~is ~~Stock~~responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2016. Based on its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2016.

~~All~~This ofReport ~~the~~does ~~24,000,000~~not ~~shares~~include ofan ~~common~~attestation report ~~stock sold as part~~ of the ~~units~~Company’s inregistered ~~our initial~~ public ~~offering~~accounting ~~contain~~firm aregarding ~~redemption~~internal ~~feature~~control ~~which~~over ~~allows~~financial ~~for the redemption of such shares under our liquidation or tender offer/stockholder approval provisions~~reporting. InAs ~~accordance~~an ~~with~~emerging growth ~~FASB ASC 480~~company, redemption provisions not solely within our control require the security to be classified outside of permanent equity. Ordinary liquidation events, which involve the redemption and liquidation of all of the entitymanagement’s ~~equity~~report ~~instruments,~~is ~~are excluded from the provisions of FASB ASC 480. Although we did~~ not ~~specify~~subject ato ~~maximum~~attestation ~~redemption~~by ~~threshold,~~ our ~~charter~~independent ~~provides~~registered ~~that in no event will we redeem the units sold in our initial~~ public ~~offering~~accounting ~~in an amount that would cause our net tangible assets (stockholders’ equity) to be less than $5,000,001~~firm.

WeItem ~~recognize changes in redemption value immediately as they occur and will adjust the carry value of the security to equal the redemption value at the end of each reporting period~~9B. ~~Increases~~ orOther ~~decreases in the carrying amount of redeemable common stock shall be affected by charges against additional paid-in capital in accordance with ASC 480~~Information.

~~Income~~Not ~~Taxes~~ applicable.

We comply with the accounting and reporting requirements of Financial Accounting Standards Board Accounting Standard Codification ("FASB ASC") 740, “Income Taxes,” which requires an asset and liability approach to financial accounting and reporting for income taxes. Deferred income tax assets and liabilities are computed for differences between the financial statement and tax bases of assets and liabilities that will result in future taxable or deductible amounts, based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income. A valuation allowance is established when necessary to reduce deferred tax assets when it is determined that it is more likely than not that some portion of the deferred tax asset will not be realized. At December 31, 2015, we have a deferred tax asset of approximately $447,197 related to startup costs and net operating loss. Management has determined that a full valuation allowance of the deferred tax asset is appropriate at this time. FASB Interpretation No. 48, "Accounting for Uncertainty in Income Taxes" (FIN 48) (now incorporated into FASB ASC 740, Income Taxes), sets out a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions. This interpretation uses a two-step approach wherein a tax benefit is recognized if a position is more-likely-than-not to be sustained upon examination by taxing authorities. The amount of the benefit is then measured to be the highest tax benefit that is greater than 50% likely to be realized. Based on its analysis, we have determined that we have no unrecognized tax benefits as of December 31, 2015. Our conclusion may be subject to review and adjustment at a later date based on factors including, but not limited to, on-going analyses of and changes to tax laws, regulations and interpretations thereof. We recognize interest and penalties related to unrecognized tax benefits in interest expense and other expenses, respectively. No interest expense or penalties have been recognized as of December 31, 2015. We file an income tax return in the U.S. federal jurisdiction, and may file income tax returns in various U.S. states and foreign jurisdictions. We may be subject to potential examination by U.S. federal, U.S. states or foreign jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with U.S. federal, U.S. state and foreign tax laws.45

~~Item~~PART ~~7A. Quantitative and Qualitative Disclosures about Market Risk.~~III

32Item 10. Directors, Executive Officers and Corporate Governance.

~~Table~~Directors ofand ~~Contents~~Executive Officers

~~Market~~Our ~~risk~~directors ~~is the sensitivity of income to changes in interest rates, foreign exchanges, commodity prices, equity prices~~ and ~~other~~executive ~~market~~officers ~~driven rates or prices. We~~ are not presently engaged in and, if we do not consummate a suitable business combination prior to the prescribed liquidation date of the Trust Account, we may not engage in, any substantive commercial business. Accordingly, we are not and, until such time as we consummate a business combination, we will not be, exposed to risks associated with foreign exchange rates, commodity prices, equity prices or other market driven rates or prices. The net proceeds of our initial public offering held in the Trust Account may be invested by the trustee only in permitted United States “government securities” within the meaning of Section 2(a)(16) of the Investment Company Act, having a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the Investment Company Act which invest only in direct U.S. government treasury obligations. Given our limited risk in our exposure to government securities and money market funds, we do not view the interest rate risk to be significant.follows:

Item 8. Financial Statements and Supplementary Data.

Name	Age	Position
Andrew Axelrod	34	Chief Executive Officer and Director
Lionel Benichou	41	Chief Financial Officer, Treasurer and Secretary
Yoav Wiegenfeld	44	Chief Acquisitions Officer
Dr. Robert J. Froehlich	63	Independent Director
David Gong	67	Independent Director
P. Sue Perrotty	63	Independent Director

~~The~~Andrew ~~information~~Axelrod ~~required~~was byappointed ~~this~~Chief Executive ~~item~~Officer ~~appears~~and ~~beginning~~Executive Chairman of the Board of Directors of the Company on ~~page~~October F7, 2016 and is the Founder, Managing Partner and Portfolio Manager of Axar Master Fund Ltd., an alternative investment manager with a focus on value-1oriented ~~following~~and opportunistic investing with expertise across asset classes and industries in the ~~signature~~United ~~pages~~States and Canada. Prior to founding Axar Master Fund Ld. in April 2015, Mr. Axelrod was a Partner and Co-Head of ~~this~~North ~~Report~~American Investments for Mount Kellett Capital Management, a private investment organization with over seven billion dollars of assets under management, where he joined at the firm’s inception in January 2009 and worked at for over six years. Mr. Axelrod previous experience also includes roles at Kohlberg Kravis Roberts & Co. L.P. and The Goldman Sachs Group, Inc. Mr. Axelrod graduated magna cum laude with a B.S. in Economics from Duke University. The Company believes Mr. Axelrod is ~~incorporated~~well-qualified ~~herein~~to byserve ~~reference~~as a member of the Company’s board of directors and as an officer of the Company due to his business experience and contacts.

~~Supplementary~~Lionel ~~data~~Benichou ~~(unaudited):~~was appointed Chief Financial Officer of the Company on October 7, 2016 and is the Director of Finance and Controller at Axar Master Fund Ltd. Prior to joining Axar, Mr. Benichou was a Vice President at Altemis Capital Management, LLC, a spin-off from Credit Suisse Asset Management, where he was responsible for the management of multi-strategy hedge fund of funds portfolios from August 2013 to March 2015. Before his role at Altemis Capital Management, LLC, Mr. Benichou spent seven years at Credit Suisse in New York within the Asset Management Division. Mr. Benichou was a member of the Credit Suisse Hedge Fund Index team and his responsibilities included the middle office management of multi-strategy hedge fund of funds portfolios. Earlier in his career, Mr. Benichou was a senior financial analyst at PlusFunds Group Inc. in New York, a three billion dollar hedge fund managed account platform. Mr. Benichou holds an M.B.A in International Management from the European Business School in Paris, France.

~~The~~Yoav ~~following~~Wiegenfeld ~~tables~~has ~~presented~~served ~~below~~as ~~are~~the Company’s chief acquisitions officer since October 2014. Mr. Wiegenfeld has served as a ~~summary~~managing director of the ~~selected~~Company’s prior ~~unaudited~~sponsor ~~quarterly~~since ~~financial~~June ~~data~~2014. Prior to joining the Company’s sponsor, Mr. Wiegenfeld was employed by Barclays Capital (formerly Lehman Brothers), from September 2005 to June 2014, where he served as managing director in the investment banking division. At Barclays, Mr. Wiegenfeld led the origination and execution efforts of blind pool and permanent capital vehicles, as well as the development and marketing of various structured merger and acquisition (“M&A”) and capital markets transactions to investment banking clients. In this capacity, he worked on multiple capital raising and M&A transactions for ~~2015~~acquisition companies and ~~2014~~asset management companies. Mr. Wiegenfeld holds a B.A. in economics, an LL.B and an LL.M from Tel-Aviv University and an LL.M from the New York University School of Law.

	2015
	First Quarter			Second Quarter			Third Quarter			Fourth Quarter
Revenues:
Total interest income	$	2,565		$	2,538		$	2,496		$	9,857
Operating Expenses:
Total expenses	259,426			237,590			246,041			238,917
Net loss	$	(256,861	)	$	(235,052	)	$	(243,545	)	$	(229,060	)
Net loss per common share, basic and diluted	$	(0.04	)	$	(0.03	)	$	(0.03	)	$	(0.03	)
Weighted average number of common shares outstanding, basic and diluted	7,203,520			7,228,901			7,251,819			7,276,751

	2014
	For the period from July 25, 2015 (Inception) to September 30, 2014				Fourth Quarter
Revenues:
Total interest income	$	—			$	3,077
Operating Expenses:
Total expenses	15,323				300,942
Net loss	$	(15,323	)		$	(297,865	)
Net loss per common share, basic and diluted	$	—		*	$	(0.03	)
Weighted average number of common shares outstanding, basic and diluted	8,625,000				7,720,286

David Gong was appointed as an independent director of the Company in October 2014. Mr. Gong has served as an independent director of American Realty Capital New York City REIT II, Inc. (“ARC NYCR II”) since February 2015. Mr. Gong served as an independent director of American Realty Capital Trust III, Inc. (“ARCT III”) from January 2011 until the close of its merger with VEREIT, Inc., formerly known as American Realty Capital Properties, Inc. (“ARCP”) in February 2013, as an independent director of HTI from March 2013 until February 2015 and as an independent director of ARCP from July 2011 until October 2012. Mr. Gong has also served as the lead independent director of American Finance Trust, Inc. (“AFIN”) since January 2013 and as independent director of American Realty Capital — Retail Centers of America, Inc. (“ARC RCA”) since February 2011. Mr. Gong has over 25 years of experience in global asset management. Mr. Gong joined the Stanley-Laman Group as a senior portfolio manager in May 2011 and has served as a director of Helios Capital LLC’s Helios Strategic Fund since its inception in January 2005. From August 2004 to February 2005, Mr. Gong served as a consultant to American Financial Realty Trust (“AFRT”). During such time, he sourced and structured, from a tax and legal perspective, potential bank branch acquisitions in Asia. From August 2002 to July 2004, Mr. Gong served as the managing director of Ankar Capital Management, a New York based investment advisory firm. While at Ankar, Mr. Gong managed the firm’s private equity group in the Singapore office. From February 1990 to January 2001, Mr. Gong served as a senior partner and international portfolio manager at Ardsley Partners, also a New York based investment advisory firm, where he managed several emerging market hedge funds, including the Ardsley Pacific Fund. From September 1981 to January 1990, Mr. Gong served as an equity portfolio manager at T. Rowe Price where he also assisted in the establishment of the firm’s Hong Kong office. He previously served as a director of Alliance Capital Management, LLC’s Turkish Growth Fund from October 1993 to December 2000 and India Liberalization Fund from December 1993 to December 2003. Mr. Gong received a B.A. from the University of California, Berkeley, a J.D. from the University of California, Davis where he earned Order of the Coif honors and an M.B.A. from Stanford University’s Graduate School of Business. We believe that Mr. Gong’s current experience as an independent director of ARC NYCR II, ARC RCA and AFIN, his prior experience as an independent director of HTI and ARCT III, his extensive experience in global asset management, his experience in sourcing and structuring potential bank branch acquisitions in Asia for AFRT, and his educational background, make him well qualified to serve as a member of our board of directors.

~~_____________________________~~Portia Sue Perrotty was appointed as an independent director of the Company in October 2014. Ms. Perrotty has served as an independent director of American Realty Capital Healthcare Trust III, Inc. (“ARC HT III”) since August 2014 and has also served as an independent director and non-executive chair of Global Net Lease, Inc., (“GNL”) since March 2015. Ms. Perrotty has also served as an independent director of New York REIT, Inc. (“NYRT”) since September 2014. Ms. Perrotty served as an independent director of American Realty Capital Hospitality Trust, Inc. (“ARC HOST”) from September 2013 until September 2014, as an independent director of American Realty Capital Healthcare Trust, Inc. (“ARC HT”) from November 2013 until January 2015 when ARC HT closed its merger with Ventas, Inc., and as an independent director of ARC DNAV from August 2013 until August 2014. Ms. Perrotty has served as president and chief executive officer of AFM Financial Services in Cranford, New Jersey since April 2011. Ms. Perrotty also has been an investor and advisor to several small businesses and entrepreneurs in varying stages of development since August 2008. Ms. Perrotty served in the administration of Governor Edward G. Rendell as chief of staff to First Lady, Judge Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty held the position of executive vice president and head of Global Operations for First Union Corp. as a member of the Office of the Chairman from January 2001 to January 2002. Prior to that time, Ms. Perrotty was Banking Group head for the Pennsylvania and Delaware Banking Operations of First Union from November 1998 until January 2001. Ms. Perrotty joined First Union through the merger with Corestates Bank where she served as executive vice president and head of IT and Operations from April 1996 until November 1998. Ms. Perrotty also served as senior executive vice president and head of all Consumer Businesses including Retail Banking, Mortgage Banking, Product Development and Marketing as well as strategic customer information and delivery system development. Ms. Perrotty was a member of the chairman’s staff in each of the companies she served. Ms. Perrotty serves on several boards including the Board of Trustees of Albright College, where she is currently chair of the Finance Committee and member of the Investment and Property sub committees. Ms. Perrotty also serves as vice chair of the Berks County Community Foundation, and as development chair for the Girl Scouts of Eastern PA Board. Ms. Perrotty has received several awards for community leadership and professional accomplishments including the PA 50 Best Women in Business, the Franciscan Award from Alvernia University, the Albright College Distinguished Alumni Award, the Women of Distinction Award from the March of Dimes, Taking the Lead Award from the Girl Scouts of Eastern PA and the 2006 Champion of Youth Award from Olivet Boys & Girls Club. Ms. Perrotty is a graduate of Albright College with a Bachelor of Science degree in Economics and was also awarded an Honorary Doctor of Laws degree from Albright College in 2010. We believe that Ms. Perrotty’s current and prior experience as an independent director of ARC HT III, GNL, NYRT, ARC HOST, ARC HT and ARC DNAV, her prior business experience and her leadership qualities make her well-qualified to serve on our board of directors.

* Due to rounding.47

~~Item~~Dr. 9Robert J. ~~Changes~~Froehlich was appointed as an independent director of the Company in October 2014. Dr. Froehlich was appointed as an independent director of Realty Finance Trust, Inc. (“RFT”) in January 2013 and ~~Disagreements~~has ~~With~~served ~~Accountants~~as the lead independent director of RFT since December 2014. Dr. Froehlich has also served as an independent director of American Realty Capital Daily Net Asset Value Trust, Inc. (“ARC DNAV”) since November 2012 and as an independent director of Healthcare Trust, Inc. (“HTI”) since January 2013. Dr. Froehlich has over 35 years of experience in and around Wall Street. Dr. Froehlich was appointed in July 2009 to serve, and currently serves, as an independent director for a privately held company, Davidson Investment Advisors, Inc. Davidson Investment Advisors, Inc. manages over $1 billion in client assets. He began his career in the public sector from December 1975 to April 1978, as a budget analyst for the City of Dayton, Ohio, with a budget of $100 million. From May 1978 to February 1981, he served as the chief financial officer for Montgomery County, Ohio's Water & Sewer District with annual operating revenues of $75 million. In March 1981, he was appointed the first city manager for Beavercreek, Ohio, as one of the youngest city managers in Ohio, with an operating budget of $5 million. Dr. Froehlich served there until April 1985, when he transitioned to the private sector as a senior executive with Ernst & Whinney from May 1985 to September 1989, where he was responsible for a national practice that conducted financial feasibility studies and financial consulting to tax exempt entities. From October 1989 to January 1997, he held several senior executive roles at Van Kampen Merritt which after its merger with American Capital became Van Kampen American Capital, with over $50 billion in assets across 75 different mutual funds. Dr. Froehlich began there as the director of Municipal Research and left as the firm's first chief investment strategist. In February 1997, he then joined Kemper Funds, with $75 billion in assets among 50 different funds, as their vice chairman. In January 2001, he was appointed vice chairman of Scudder Investments, when Scudder Funds merged with Kemper Funds. Combined, they had assets of over $200 billion in 129 funds. In April 2002, when Deutsche Bank acquired Scudder Investments, Dr. Froehlich was named vice chairman of Deutsche Asset Management, a role he held until September 2009. In September 2009, until his retirement in April 2012, Dr. Froehlich was a senior executive with The Hartford Mutual Funds, where he also served as an officer of all 55 funds, with assets totaling $84 billion. Dr. Froehlich also served on ~~Accounting~~the board of trustees of the University of Dayton from January 1998 to October 2008. While on the Board, he was on the executive committee and served as chairman of the investment committee, overseeing a $500 million endowment. From October 1989 to February 1997, he served as a director for McCarthy, Crisanti & Maffei, Inc., a privately held economic research firm with revenues of $75 million, and a wholly owned subsidiary of Xerox Financial ~~Disclosure~~Corporation. He received his Ph.D. from California Coast University in 1979, M.A. from Central Michigan in 1978, M.P.A. from the University of Dayton in 1976 and a B.A. from the University of Dayton in 1975. In 2008, he was awarded an Honorary Doctorate of Commercial Sciences from the board of trustees of Central Michigan University. We believe that Dr. Froehlich’s current experience as an independent director of ARC DNAV, RFT and HTI, his expertise in United States and global economics, global currencies and financial markets, public policy and politics and United States and global demographic trends makes him well qualified to serve on our board of directors.

~~None.~~48

~~Item~~Terms ~~9A.~~of ~~Controls~~Office ~~and~~of ~~Procedures.~~Directors

~~Disclosure~~Our ~~controls~~board ~~and~~of ~~procedures~~directors ~~are~~is ~~controls~~divided into three classes with only one class of directors being elected in each year and ~~other~~each ~~procedures~~class ~~that~~(except ~~are~~for ~~designed~~those directors appointed prior to ~~ensure~~our ~~that~~first ~~information~~annual ~~required~~meeting toof bestockholders) ~~disclosed~~serving ina ~~our~~three-year ~~reports~~term. ~~filed~~The orterm ~~submitted~~of ~~under~~office of the ~~Exchange~~first ~~Act~~class isof ~~recorded~~directors, ~~processed~~consisting of Dr. Froehlich, ~~summarized~~expired ~~and~~at ~~reported~~our ~~within~~first ~~the~~annual ~~time~~meeting ~~periods~~of ~~specified~~stockholders inon ~~the~~December ~~SEC’s~~14, ~~rules~~2015, and ~~forms~~Dr. ~~Disclosure~~Froehlich ~~controls~~was re-elected by our stockholders at such annual meeting for a three year term. The term of office of the second class of directors, consisting of Ms. Perrotty and ~~procedures~~Mr. ~~include~~Gong, ~~without~~expired ~~limitation~~at our second annual meeting of stockholders on December 14, ~~controls~~2016, and ~~procedures~~Ms. ~~designed~~Perrotty toand ~~ensure~~Mr. Gong ~~that~~were ~~information~~re-elected ~~required~~by toour bestockholders ~~disclosed~~at insuch ~~Company~~annual ~~reports~~meeting ~~filed~~for ora ~~submitted~~three ~~under~~year ~~the~~term. ~~Exchange~~The ~~Act~~term isof ~~accumulated~~office ~~and~~of ~~communicated~~the tothird ~~management~~class of directors, ~~including~~consisting ~~our~~of ~~Chief~~Mr. ~~Executive~~Axelrod, ~~Officer~~will ~~and~~expire ~~Chief~~at ~~Financial~~the ~~Officer,~~following toannual ~~allow~~meeting ~~timely~~of ~~decisions~~stockholders. ~~regarding~~We ~~required~~may ~~disclosure~~not hold another annual meeting of stockholders until after we consummate our initial business combination.

AsCommittees ~~required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation~~ of the ~~effectiveness~~Board of the design and operation of our disclosure controls and procedures as of December 31, 2015. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective. During the most recently completed fiscal quarter, there has been no change in our internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.Directors

~~Management’s~~Our ~~Report~~board onof ~~Internal~~directors ~~Control~~has ~~Over~~two ~~Financial~~standing committees: ~~Reporting~~an audit committee and a compensation committee. Subject to phase-in rules and a limited exception, the rules of NASDAQ and Rule 10A-3 of the Exchange Act require that the audit committee and compensation committee of a listed company be comprised solely of independent directors. Although, we do not believe a compensation committee is necessary prior to our initial business combination as there will be no salary, fees, or other compensation being paid to our officers or directors prior to our initial business combination other than as disclosed in the prospectus associated with our initial public offering, we have established one in order to comply with NASDAQ listing standards.

~~Management~~Audit is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. Based on its assessment, management concluded that our internal control over financial reporting was effective as of December 31, 2015.Committee

~~This~~We ~~Report~~established ~~does~~an ~~not~~audit ~~include~~committee anof ~~attestation~~our board ~~report~~ of ~~the~~directors ~~Company’s~~in ~~registered~~connection with our initial public ~~accounting~~offering. ~~firm~~Mr. ~~regarding~~Gong, ~~internal~~Ms. ~~control~~Perrotty ~~over~~and ~~financial~~Dr. ~~reporting~~Froehlich serve as members of our audit committee. AsUnder anthe ~~emerging~~NASDAQ ~~growth~~listing ~~company,~~standards ~~management’s~~and ~~report~~applicable isSEC ~~not~~rules, ~~subject~~we are required to ~~attestation~~have bythree ~~our~~members ~~registered~~of ~~public~~the audit ~~accounting~~committee, ~~firm~~all of whom must be independent. Mr. Gong, Ms. Perrotty and Dr. Froehlich are independent.

~~Item~~Each 9Bmember of the audit committee is financially literate and our board of directors has determined that Ms. ~~Other~~Perrotty ~~Information~~qualifies as an “audit committee financial expert” as defined in applicable SEC rules.

~~Termination~~Responsibilities of ~~Related~~the ~~Party~~audit ~~Arrangements~~committee include:

On• ~~September 8, 2014,~~ the ~~Company entered into an agreement to pay RCS Advisory~~appointment, ~~an entity under common control with the Sponsor~~compensation, ~~a total of $10~~retention,~~000~~ ~~per month for office space~~replacement, ~~utilities, secretarial support~~ and ~~administrative~~oversight services. On January 22, 2016, due to the exigent circumstances publicly announced by RCS Advisory’s parent company, including but not limited to its stated intention to file for Chapter 11 bankruptcy protection and shut down all of ~~its businesses other than its retail advisor platform by~~ the ~~end~~work of ~~January 2016 (which bankruptcy filing did subsequently occur on January 31, 2016), which resulted in RCS Advisory’s inability to provide~~ the ~~services~~independent ~~contemplated~~registered bypublic ~~the~~accounting ~~administrative~~firm ~~services~~and ~~agreement,~~any ~~the~~other ~~Company~~independent ~~provided~~registered ~~notice~~public ofaccounting ~~termination~~firm ofengaged ~~the administrative services agreement. No early termination penalties were incurred in connection with such termination. The space formerly sublet~~ by ~~RCS Advisory for the Company’s office space is currently leased by the Sponsor and will be provided to the Company free of charge.~~us;

33• pre-approving all audit and permitted non-audit services to be provided by the independent registered public accounting firm or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

~~Table~~• ofreviewing ~~Contents~~and discussing with the independent registered public accounting firm all relationships the independent registered public accounting firm have with us in order to evaluate their continued independence;

On• ~~October~~setting 1,clear ~~2014,~~hiring ~~the~~policies Company entered into an M&A Services Agreement with RCS, a division of Realty Capital Securities, LLC, an entity under common with the Sponsor, to act as a financial advisor in connection with the Company’s identification, negotiation and consummation of an initial business combination. The M&A Services Agreement provided that RCS would perform customary financial analyses of potential initial business combination targets, assist in coordinating the business due diligence process with potential targets, assist in the Company’s review and consideration of the financial aspects of business combination proposals, assist in negotiating the financial aspects of an initial business combination and provide other mutually agreed upon financial advisory services rendered in advance of a determination by the Company’s board to execute definitive documentation related to any business combination. On January 22, 2016, due to the exigent circumstances publicly announced by RCS Advisory’s parent company, including but not limited to its stated intention to file for ~~Chapter~~employees 11or ~~bankruptcy~~former ~~protection~~employees ~~and shut down all~~ of ~~its businesses other than its retail advisor platform by~~ the ~~end~~independent ofregistered ~~January~~public ~~2016~~accounting (which bankruptcy filing did subsequently occur on January 31, 2016), which resulted in RCS’s inability to provide the services contemplated by the M&A Services Agreement, the Company provided notice of termination for cause. No early termination penalties were incurred in connection with such termination.firm;

3449

~~Table~~• ofsetting ~~Contents~~clear policies for audit partner rotation in compliance with applicable laws and regulations;

~~PART~~• ~~III~~obtaining a report, at least annually, from the independent registered public accounting firm describing (i) the independent registered public accounting firm’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

• reviewing and approving any related party transaction required to be disclosed pursuant to Item ~~10.~~404 ~~Directors,~~of ~~Executive~~Regulation ~~Officers~~S-K ~~and~~promulgated ~~Corporate~~by ~~Governance.~~the SEC prior to us entering into such transaction; and

~~Directors~~• reviewing with management, the independent registered public accounting firm, and ~~Executive~~our ~~Officers~~legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

~~Our~~Compensation ~~directors and executive officers are as follows:~~Committee

Name	Age	Position
Nicholas S. Schorsch	54	Chairman of the Board of Directors
William M. Kahane	67	Chief Executive Officer and Director
Nicholas Radesca	50	Chief Financial Officer, Treasurer and Secretary
Yoav Wiegenfeld	43	Chief Acquisitions Officer
David Gong	66	Independent Director
P. Sue Perrotty	62	Independent Director
Dr. Robert J. Froehlich	62	Independent Director

We established a compensation committee of our board of directors in connection with our initial public offering. The members of our compensation committee are Mr. Gong, Ms. Perrotty and Dr. Froehlich, who serves as chairman of the compensation committee. We adopted a compensation committee charter, which details the principal functions of the compensation committee, including:

~~Nicholas~~• S.reviewing Schorsch has been our chairman of the Board of Directors since August 2014. Mr. Schorsch served as chairman of the board of directors of American Realty Capital Trust V, Inc. ("ARCT V") from its formation in January 2013 until February 2015 and ~~served~~approving ason ~~chief~~an ~~executive~~annual ~~officer~~basis ~~of ARCT V from its formation until December 2014. Mr. Schorsch served as~~ the ~~chairman~~corporate ofgoals ~~Global Net Lease, Inc. ("GNL") from its formation in July 2011 until February 2015~~ and ~~served~~objectives asrelevant ~~its~~to ~~chief~~our ~~executive officer of ARC Global from its formation until October 2014. Mr. Schorsch served as~~ chief executive officer’s ~~of VEREIT~~compensation, ~~Inc.~~evaluating ~~(formerly,~~our American Realty Capital Properties, Inc.) (“ARCP”) from its inception in December 2010 until October 2014 and served as the chairman of the Board of Directors of ARCP from its inception until December 2014. Mr. Schorsch served as executive chairman of the board of directors of RCS Capital Corporation ("RCAP") from February 2013 until December 2014. Mr. Schorsch served as chairman of the board of directors of American Realty Capital Trust, Inc. (“ARCT”) from August 2007 until January 2013, when ARCT closed its merger with Realty Income Corporation (NYSE: O); and as the chief executive officer of ARCT from its formation in August 2007 until March 2012. Mr. Schorsch served as chairman and chief executive officer of New York REIT, Inc., (“NYRT”) from its formation in October 2009 until December 2014. Mr. Schorsch served as the chairman and the chief executive officer of American Realty Capital - Retail Centers of America, Inc. (“ARC RCA”) from its formation in July 2010 until December 2014. Mr. Schorsch served as the executive chairman of the board of American Realty Capital Healthcare Trust, Inc. (“ARC HT”) from March 2014 until January 2015 when ARC HT closed its merger with Ventas, Inc. (NYSE: VTR) and served as the chairman and the chief executive officer of ARC HT from its formation in August 2010 until March 2014. Mr. Schorsch served as chairman and the chief executive officer of Business Development Corporation of America (“BDCA”) from its formation in May 2010 until December 2014 and Business Development Corporation of America II (“BDCA II”) from April 2014 until December 2014. Mr. Schorsch served as the chairman and chief executive officer of American Realty Capital Daily Net Asset Value Trust, Inc. (“ARC DNAV”) from its formation in September 2010 until December 2014. Mr. Schorsch served as chairman and chief executive officer of American Realty Capital Trust III, Inc. (“ARCT III”) from its formation in October 2010 until the close of ARCT III’s ~~merger~~performance ~~with ARCP~~ in ~~February~~light ~~2013.~~of ~~Mr.~~such ~~Schorsch~~goals ~~also served as the chief executive officer~~ and ~~chairman~~objectives of the board of directors of American Realty Capital Trust IV, Inc. (“ARCT IV”), beginning with its formation in February 2012 until the closing of the merger of ARCT IV with ARCP in January 2014. Mr. Schorsch served as the executive chairman of the board of directors of Healthcare Trust, Inc. (“HTI”) from March 2014 until December 2014 and ~~previously~~determining served as chairman of the board of HTI from its formation in October 2012 until March 2014. Mr. Schorsch served as the chairman of the board of directors of Realty Finance Trust, Inc. (“RFT”) from November 2012 until November 2014. Mr. Schorsch served as chief executive officer of the advisor to Phillips Edison Grocery Center REIT II, Inc. (“PE-ARC II”) from July 2013 until December 2014. Mr. Schorsch served as the chairman of the board of directors of American Realty Capital Hospitality Trust, Inc. (“ARC HOST”) from its formation in July 2013 until December 2014. Mr. Schorsch served as chief executive officer of the advisor to United Development Funding Income Fund V (“UDF V”) from September 2013 until April 2015. Mr. Schorsch served as chief executive officer of American Realty Capital New York City REIT, Inc. (“ARC NYCR”) from its formation in December 2013 until November 2014 and asapproving ~~chairman of~~ the ~~board~~remuneration of directors of ARC NYCR from its formation until December 2014. Mr. Schorsch served as chairman of Cole Credit Property Trust, Inc., Cole Credit Property Trust IV, Inc., Cole Credit Property Trust V, Inc., Cole Real Estate Income Strategy (~~Daily~~if ~~NAV~~any), ~~Inc., Cole Corporate Income Trust, Inc. and Cole Office & Industrial REIT (CCIT II), Inc. from the close~~ of ~~ARCP’s~~our ~~acquisition of Cole Real Estate Investments, Inc. (“Cole”) in February 2014 until December 2014. From September 2006 to July 2007, Mr. Schorsch was~~ chief executive officer ofbased ~~American~~on ~~Realty~~such ~~Capital, a real estate investment firm. Mr. Schorsch founded and formerly served as president, chief executive officer and vice chairman of American Financial~~ evaluation;

35• reviewing and approving the compensation of all of our other executive officers;

~~Table~~• ofreviewing ~~Contents~~our executive compensation policies and plans;

~~Realty~~• ~~Trust~~implementing (“AFRT”) from its inception as a REIT in September 2002 until August 2006. AFRT was a publicly traded REIT (which was listed on the NYSE within one year of its inception) that invested exclusively in offices, operation centers, bank branches, and ~~other~~administering ~~operating~~our ~~real~~incentive ~~estate~~compensation assets that were net leased to tenants in the financial services industry, such as banks and insurance companies. Through American Financial Resource Group (“AFRG”) and its successor corporation, AFRT, Mr. Schorsch executed in excess of 1,000 acquisitions, both in acquiring businesses and real estate property with transactional value of approximately $5.0 billion, while also operating offices in Europe that focused on sale and leaseback and other property transactions in Spain, France, Germany, Finland, Norway and the United Kingdom. In 2003, Mr. Schorsch received an Entrepreneur of the Year award from Ernst & Young. From 1995 to September 2002, Mr. Schorsch served as chief executive officer and president of AFRG, AFRT’s predecessor, a private equity ~~firm founded for the purpose of acquiring operating companies and other assets in a number of industries. Prior to AFRG, Mr. Schorsch served as president of a non~~-~~ferrous~~based ~~metal~~remuneration product manufacturing business, Thermal Reduction Corporation. He successfully built the business through mergers and acquisitions and ultimately sold his interests to Corrpro (NYSE) in 1994. Mr. Schorsch attended Drexel University.plans;

We• ~~believe~~assisting ~~that~~management ~~Mr.~~in ~~Schorsch’s~~complying ~~current~~with ~~and~~our ~~prior~~proxy ~~experience~~statement ~~as a director~~ and~~/or~~ ~~executive~~annual ~~officer~~report ofdisclosure ~~the companies described above and his significant real estate acquisition and credit underwriting experience, make him well qualified to serve as chairman of our board of directors.~~requirements;

~~William~~• M.approving ~~Kahane has~~all ~~served~~special as our chief executive officer and as a member of our board of directors since August 2014. Mr. Kahane has served as a director of NYRT since its formation in October 2009 and was appointed as executive chairman of NYRT in December 2014. Mr. Kahane also previously served as president and treasurer of NYRT from its formation in October 2009 until March 2012. Mr. Kahane has served as a director of HTI since March 2013perquisites, ~~including~~special ascash ~~executive~~payments chairman from December 2014 until February 2015. Mr. Kahane has served as a director of ARC HOST from February 2014, including as executive chairman from December 2014. Mr. Kahane previously served as the chief executive officer and ~~president~~other ofspecial ~~ARC~~compensation HOST from August 2013 until November 2014. Mr. Kahane has served as a director of GNL since February 2015, including as executive chairman from February 2015 until March 2015. He also previously served an executive officer of GNL, the GNL advisor and ~~the~~benefit ~~GNL~~arrangements ~~property~~for ~~manager~~our ~~from October 2014 until February 2015. Mr. Kahane has served as chief~~ executive ~~officer,~~officers ~~president~~ and chief operating officer to the UDF V advisor since April 2015. Mr. Kahane previously served as a director of ARC RCA from its formation in July 2010, including as chairman from November 2014, until December 2015. Mr. Kahane also previously served as an executive officer of ARC RCA and the ARC RCA advisor from November 2014, including as chief executive office from December 2014, until December 2015. Mr. Kahane also previously served as an executive officer of ARC RCA and the ARC RCA advisor from their respective formations in July 2010 and May 2010 until March 2012. Mr. Kahane served as the chief executive officer and president of ARC DNAV, the ARC DNAV advisor and the ARC DNAV property manager and as chairman of the board of directors of ARC DNAV from December 2014 until December 2015. Mr. Kahane also previously served as a director of ARC DNAV from September 2010 until March 2012 and as chief operating officer and secretary of ARC DNAV, the ARC DNAV advisor and the ARC DNAV property manager from November 2014 until December 2014. Mr. Kahane served as a director of American Realty Capital New York City REIT, Inc. (“ARC NYCR”) from its formation in December 2013, including as executive chairman from December 2014, until November 2015. Mr. Kahane served as an executive officer of American Finance Trust, Inc. (“AFIN”), the AFIN advisor and the AFIN property manager from November 2014, including as chief executive officer from December 2014, until May 2015. Mr. Kahane also previously served as executive chairman of the AFIN board of directors from February 2015 until November 2015. Mr. Kahane served as executive chairman of the board of directors of American Realty Capital Global Trust II, Inc. (“ARC Global II”) from December 2014 until November 2015 and previously served as an executive officer of ARC Global II, the ARC Global II advisor and the ARC Global II property manager from October 2014 until December 2014. Mr. Kahane previously served as a director of RFT from November 2014, including as chairman from December 2014, until June 2015. Mr. Kahane served as executive chairman of the board of directors of American Realty Capital Healthcare Trust III, Inc. (“ARC HT III”) from December 2014 until November 2015. Mr. Kahane served as a director of PECO II from August 2013 until January 2015. Mr. Kahane served as a director of BDCA since its formation in May 2010 until December 2015 and as an executive officer from May 2010 until March 2012. Mr. Kahane served as a director of ARC HT from its formation in August 2010 until January 2015 when ARC HT closed its merger with Ventas, Inc. Mr. Kahane previously served as an executive officer of ARC HT, the ARC HT advisor and the ARC HT property manager from their respective formations in August 2010 until March 2012. He also served as a director and executive officer of ARCP from December 2010 until March 2012. Additionally, Mr. Kahane served as an executive officer of ARCP’s former manager from November 2010 until March 2012 and served as a director of ARCP from February 2013 to June 2014. Mr. Kahane served as an executive officer of ARCT, the ARCT advisor and the ARCT property manager from their formation in August 2007 until the close of ARCT’s merger with Realty Income Corporation in January 2013. He also served as a director of ARCT from August 2007 until January 2013. Mr. Kahane served as an executive officer of American Realty Capital Trust III, Inc. (“ARCT III”), the ARCT III advisor, and the ARCT III property manager from their formation in October 2010 until April 2012. Mr. Kahane served as a director of RCAP from February 2013 until December 2014, and served as chief executive officer of RCAP from February 2013 until September 2014. Mr. Kahane served as a director of Cole Real Estate Income Strategy (Daily NAV), Inc. (“Cole DNAV”) from February 2014 until December 2014, and employees;

36• producing a report on executive compensation to be included in our annual proxy statement; and

~~Table~~• ofreviewing, ~~Contents~~evaluating and recommending changes, if appropriate, to the remuneration for directors.

~~served~~The ascharter aalso ~~director~~provides ofthat ~~Cole Credit Property Trust, Inc. (“CCPT”) from May 2014 until February 2014. Mr. Kahane has served as a member of~~ the ~~investment~~ compensation committee ~~of Aetos Capital Asia Advisors~~may, ~~a $3 billion series of opportunistic funds focusing on assets primarily~~ in ~~Japan~~its ~~and~~sole ~~China~~discretion, ~~since~~retain ~~2008.~~or ~~Mr.~~obtain ~~Kahane began his career as a real estate lawyer practicing in~~ the ~~public~~advice ~~and private sectors from 1974 to 1979 where he worked on the development~~ of ~~hotel~~a ~~properties~~compensation ~~in Hawaii and California. From 1981 to 1992~~consultant, ~~Mr.~~legal ~~Kahane~~counsel ~~worked at Morgan Stanley & Co.,~~ or ~~Morgan~~other ~~Stanley,~~adviser and ~~specializing~~will inbe ~~real~~directly ~~estate,~~responsible ~~including~~for the ~~lodging sector becoming a managing director in 1989. In 1992~~appointment, ~~Mr.~~compensation ~~Kahane left Morgan Stanley to establish a real estate advisory~~ and ~~asset~~oversight ~~sales business known as Milestone Partners which continues to operate and~~ of ~~which Mr. Kahane is currently~~ the ~~chairman.~~work ~~Mr.~~of ~~Kahane~~any ~~worked~~such ~~very closely with Mr~~adviser. ~~Nicholas~~However, S.before engaging ~~Schorsch~~or ~~while~~receiving aadvice ~~trustee at American Financial Realty Trust (“AFRT”),~~ from ~~April~~a ~~2003~~compensation ~~to August 2006~~consultant, ~~during~~external ~~which~~legal ~~time~~counsel ~~Mr.~~or ~~Kahane~~any ~~served~~other asadviser, ~~chairman of~~ the ~~finance~~compensation committee is ofrequired AFRT’s board of trustees. Mr. Kahane served as a managing director of GF Capital Management & Advisors LLC (“GF Capital”), a New York-based merchant banking firm, where he directed the firm’s real estate investments, from 2001 to ~~2003.~~consider GF Capital offers comprehensive wealth management services through its subsidiary TAG Associates LLC, a leading multi-client family office and portfolio management services company with approximately $5 billion of assets under management. Mr. Kahane also was on the ~~board~~independence of ~~directors~~each ofsuch ~~Catellus Development Corp.~~adviser, aincluding ~~NYSE growth-oriented real estate development company, where he served as chairman. Mr. Kahane received a B.A. from Occidental College, a J.D. from~~ the ~~University~~factors ofrequired ~~California,~~by ~~Los~~NASDAQ ~~Angeles Law School~~ and anthe ~~MBA from Stanford University’s Graduate School of Business~~SEC.

We believe Mr. Kahane’s current and prior experience as a director and/or executive officer of the companies described above and his significant investment banking experience in real estate make him well qualified to serve as a member of our board of directors. 50

~~Nicholas~~Director Radesca has served as our chief financial officer, treasurer and secretary since August 1, 2014. Mr. Radesca has served as the chief financial officer of ARC DNAV since January 2014, as chief financial officer of AFIN since January 2014, as chief financial officer and treasurer of RFT since January 2013, and as interim chief financial officer, treasurer and secretary of NYRT and ARC NYCR since June 2015. Mr. Radesca has served as an executive officer of the UDF V advisor since September 2013. Mr. Radesca served as the chief financial officer of ARC RCA from May 2014 until December 2014, as the interim chief financial officer, treasurer and secretary of ARC HOST from May 2014 until December 2014 and as chief financial officer, treasurer and secretary of BDCA from February 2013 until December 2015. Prior to joining American Realty Capital in December 2012, Mr. Radesca was employed by Solar Capital Management, LLC, from March 2008 to May 2012, where he served as the chief financial officer and corporate secretary for Solar Capital Ltd. and its predecessor company, and Solar Senior Capital Ltd., both of which are publicly traded business development companies. From 2006 to February 2008, Mr. Radesca served as the chief accounting officer at iStar Financial Inc. (“iStar”), a publicly traded commercial REIT, where his responsibilities included overseeing accounting, tax and SEC reporting. Prior to iStar, Mr. Radesca served in various senior accounting and financial reporting roles at Fannie Mae, Del Monte Foods Company, Providian Financial Corporation and Bank of America. Mr. Radesca has more than 20 years of experience in financial reporting and accounting and is a licensed certified public accountant in New York and Virginia. Mr. Radesca holds a B.S. in accounting from the New York Institute of Technology and an M.B.A. from the California State University, East Bay.Nominations

~~Yoav~~We ~~Wiegenfeld has~~do ~~served~~not ashave ~~our~~a ~~chief~~standing ~~acquisitions~~nominating committee. ~~officer~~In ~~since~~accordance ~~October~~with ~~2014.~~Rule ~~Mr.~~5605(e)(2) ~~Wiegenfeld~~of ~~has~~the ~~served~~NASDAQ asRules, a ~~managing~~majority ~~director~~ of ~~our~~the ~~Sponsor~~independent ~~since~~directors ~~June~~may ~~2014.~~recommend ~~Prior~~a todirector nominee ~~joining~~for ~~our~~selection ~~Sponsor, Mr. Wiegenfeld was employed~~ by ~~Barclays~~our ~~Capital~~board ~~(formerly~~of ~~Lehman~~directors. ~~Brothers),~~Our ~~from~~board ~~September~~of ~~2005~~directors tobelieves ~~June~~that ~~2014,~~the ~~where~~independent hedirectors ~~served~~can assatisfactorily carry ~~managing~~out ~~director in~~ the ~~investment~~responsibility ~~banking~~of ~~division.~~properly Atselecting ~~Barclays,~~or ~~Mr.~~approving ~~Wiegenfeld~~director ~~led~~nominees without the ~~origination~~formation ~~and execution efforts~~ of ~~blind~~a ~~pool~~standing ~~and~~nominating committee. ~~permanent~~The ~~capital~~directors ~~vehicles,~~who asshall ~~well~~participate asin the ~~development~~consideration and ~~marketing~~recommendation of ~~various~~director ~~structured~~nominees ~~M&A~~are ~~and~~Mr. ~~capital~~Gong, ~~markets~~Ms. ~~transactions~~Perrotty, and toDr. ~~investment banking clients~~Froehlich. In ~~this~~accordance ~~capacity,~~with heRule ~~worked on multiple capital raising and M&~~5605(e)(1)(A) ~~transactions~~of ~~for~~the ~~acquisition~~NASDAQ ~~companies~~Rules, ~~and~~all ~~asset~~such ~~management~~directors ~~companies.~~are Mrindependent. ~~Wiegenfeld~~As ~~holds~~there ais ~~B.A.~~no standing innominating ~~economics~~committee, anwe ~~LL.B~~do ~~and~~not anhave ~~LL.M~~a ~~from~~nominating ~~Tel-Aviv~~committee ~~University~~charter ~~and~~in ~~an LL~~place.~~M from the New York University School of Law.~~

~~David~~The ~~Gong has served on our~~ board of directors aswill analso ~~independent~~ consider director ~~since~~candidates ~~October~~recommended ~~2014.~~for ~~Mr.~~nomination ~~Gong~~by ~~has~~our ~~also~~stockholders ~~served~~during assuch ~~the~~times ~~lead independent director of AFIN since January 2013. Mr. Gong served~~ as anthey ~~independent~~are ~~director~~seeking ofproposed ~~ARCT~~nominees ~~III~~to ~~from~~stand for ~~January~~election ~~2011~~at ~~until~~ the ~~close~~next ofannual ~~its~~meeting ~~merger~~of ~~with~~stockholders ~~ARCP in February 2013~~(or, asif ~~an independent director of HTI from March 2013 until February 2015~~applicable, asa anspecial ~~independent~~meeting ~~director~~ of ~~ARCP from July 2011 until October 2012 and as an independent director of ARC RCA from February 2011 until November 2015~~stockholders). ~~Mr.~~Our ~~Gong~~stockholders that ~~has~~wish ~~over~~to 25nominate ~~years of experience in global asset management. Mr. Gong has served as~~ a director offor ~~Helios~~election ~~Capital LLC’s Helios Strategic Fund since its inception in January 2005. From August 2004~~ to ~~February~~our ~~2005,~~board Mr. Gong served as a consultant to AFRT. During such time, he sourced and structured, from a tax and legal perspective, potential bank branch acquisitions in Asia. From August 2002 to July 2004, Mr. Gong served as the managing director of ~~Ankar~~directors ~~Capital~~should ~~Management,~~follow ~~a New York based investment advisory firm. While at Ankar, Mr. Gong managed~~ the ~~firm’s~~procedures ~~private~~set ~~equity~~forth ~~group~~ in ~~the~~Section ~~Singapore office~~3.2 ~~From~~of our ~~February 1990 to January 2001, Mr~~bylaws. Gong served as a senior partner and international portfolio manager at Ardsley Partners, also a New York based investment advisory firm, where he managed several emerging market hedge funds, including the Ardsley Pacific Fund. From September 1981 to January 1990,

37We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.

~~Table~~Code of ~~Contents~~Ethics and Audit and Compensation Committee Charters

~~Mr.~~We ~~Gong~~have ~~served~~adopted asa anCode ~~equity~~of ~~portfolio~~Ethics ~~manager~~applicable to atour T.directors, ~~Rowe~~officers ~~Price~~and ~~where~~employees. heWe ~~also~~have ~~assisted~~filed ina ~~the~~copy ~~establishment~~ of ~~the~~our ~~firm’s~~Code ~~Hong~~of ~~Kong~~Ethics ~~office.~~and Heour ~~previously~~audit ~~served~~and ascompensation acommittee ~~director~~charters as ofexhibits ~~Alliance~~to ~~Capital~~this ~~Management,~~Report. ~~LLC’s~~You ~~Turkish~~can ~~Growth~~review ~~Fund~~these ~~from~~documents ~~October~~by ~~1993~~accessing toour ~~December~~public ~~2000~~filings ~~and~~at ~~India~~the ~~Liberalization~~SEC’s ~~Fund~~web ~~from~~site ~~December~~at ~~1993 to December 2003~~www. Mrsec.gov. In ~~Gong~~addition, ~~received~~ a ~~B.A.~~copy ~~from~~of the ~~University~~Code of ~~California,~~Ethics ~~Berkeley,~~will abe ~~J.D.~~provided without charge upon request from ~~the~~us. ~~University~~We ofintend ~~California,~~to ~~Davis~~disclose ~~where~~any heamendments to ~~earned~~or ~~Order~~waivers of ~~the~~certain ~~Coif~~provisions ~~honors~~of ~~and~~our anCode ~~M.B.A.~~of ~~from~~Ethics ~~Stanford~~in ~~University’s~~a ~~Graduate~~Current ~~School~~Report ofon ~~Business~~Form 8-K.

WeSection believe that Mr. Gong’s current and prior experience as an independent director, his extensive experience in global asset management, his experience in sourcing and structuring potential bank branch acquisitions in Asia for AFRT, and his educational background, make him well qualified to serve as 16(a) ~~member~~Beneficial ofOwnership ~~our~~Reporting ~~Board of Directors.~~Compliance

P.Section ~~Sue~~16(a) ~~Perrotty has served on our board~~ of ~~directors~~the asExchange anAct ~~independent~~requires our ~~director since October 2014. Ms. Perrotty has served as an independent director of GNL since March 2015~~officers, ofdirectors ~~ARC HT III since August 2014~~ and ofpersons ~~NYRT~~who ~~since~~own ~~September~~more ~~2014.~~than ~~Ms.~~ten ~~Perrotty~~percent ~~also served as an independent director~~ of ~~ARC~~a HTregistered ~~from~~class ~~November 2013 until the completion~~ of ~~its~~our ~~merger~~equity ~~with~~securities ~~Ventas, Inc. in January 2015, ARC DNAV from August 2013 until August 2014 and ARC HOST from September 2013~~ to ~~September~~file ~~2014. Ms. Perrotty has served as president and chief executive officer~~ reports of ~~AFM~~ownership ~~Financial Services in Cranford, New Jersey since April 2011. Ms. Perrotty also has been an investor~~ and ~~advisor~~changes ~~to several small businesses and entrepreneurs~~ in ~~varying~~ownership ~~stages~~with ~~of development since August 2008. Ms. Perrotty served in~~ the ~~administration of Governor Edward G~~SEC. ~~Rendell as chief of staff to First Lady~~Officers, ~~Judge~~directors ~~Marjorie Rendell from November 2002 through August 2008. Ms. Perrotty held the position of executive vice president~~ and ~~head~~ten ofpercent ~~Global~~stockholders ~~Operations~~are ~~for~~required ~~First~~by ~~Union Corp. as a member of the Office of the Chairman from January 2001~~ regulation to ~~January~~furnish ~~2002.~~us Prior to that time, Ms. Perrotty was Banking Group head for the Pennsylvania and Delaware Banking Operations of First Union from November 1998 until January 2001. Ms. Perrotty joined First Union through the merger with ~~Corestates~~copies ~~Bank where she served as executive vice president and head~~ of ~~IT and Operations from April 1996 until November 1998. Ms. Perrotty also served as senior executive vice president and head of~~ all ~~Consumer~~Section ~~Businesses including Retail Banking, Mortgage Banking, Product Development and Marketing as well as strategic customer information and delivery system development. Ms. Perrotty was~~ 16(a) ~~member~~forms ofthat ~~the~~they ~~chairman’s staff in each of the companies she served~~file. ~~Ms.~~Based ~~Perrotty~~solely ~~serves~~ on ~~several~~a ~~boards~~review ~~including the Board~~ of ~~Trustees of Albright College, where she is currently chair of~~ the ~~Finance~~copies ~~Committee and member~~ of ~~the~~such ~~Investment~~forms ~~and~~furnished to ~~Property subcommittees. Ms. Perrotty also serves as vice chair of the Berks County Community Foundation~~us, ~~and~~or aswritten ~~development~~representations ~~chair~~that ~~for~~no ~~the~~Forms ~~Girls~~5 ~~Scouts~~were ~~of Eastern PA Board. Ms. Perrotty has received several awards for community leadership and professional accomplishments including the PA 50 Best Women in Business~~required, ~~the~~we ~~Franciscan~~believe ~~Award from Alvernia University~~that, during the ~~Albright~~year ~~College~~ended ~~Distinguished~~December ~~Alumni Award~~31, ~~the Women of Distinction Award from the March of Dimes~~2016, ~~Taking~~all Section ~~the Lead Award from the Girl Scouts of Eastern PA and the 2006 Champion of Youth Award from Olivet Boys & Girls Club. Ms. Perrotty is~~ 16(a) ~~graduate~~filing ofrequirements ~~Albright~~applicable ~~College~~to ~~with~~our aexecutive ~~Bachelor~~officers ~~of Science degree in Economics~~ and ~~was~~directors ~~also~~were ~~awarded~~complied ~~an Honorary Doctor of Laws degree from Albright College in 2010~~with.

WeItem ~~believe that Ms~~11. ~~Perrotty’s~~Executive ~~current and prior experience as an independent director, her prior business experience and her leadership qualities make her well-qualified to serve on the board of directors.~~Compensation

~~Dr.~~Other ~~Robert~~than ~~J. Froehlich has served on our board of directors~~ as andescribed ~~independent~~below, ~~director since October 2014. Dr. Froehlich was appointed as an independent director~~ none of ~~RFT~~our ~~and~~executive ~~HTI~~officers inor ~~January~~directors ~~2013 and~~ has ~~served~~received asany ancash ~~independent~~compensation ~~director~~for ofservices ~~ARC DNAV since November 2012~~rendered. ~~Dr.~~We ~~Froehlich~~previously ~~has~~agreed ~~over~~to 35pay ~~years~~RCS Advisory ~~of experience in and around Wall Street. Dr. Froehlich currently serves as~~ an ~~independent~~entity ~~director~~under ~~for~~common ~~privately~~control held company, Davidson Investment Advisors, Inc. Appointed in July 2009, Davidson manages over $1 billion in client assets. Since 2013, Dr. Froehlich has served as a trustee of Highland Capital Mutual Funds, a mutual fund company with ~~$3.5~~AR ~~billion under management. In addition, Dr. Froehlich has served as the lead independent trustee of Realty~~ Capital ~~Income Funds~~, ~~a group of mutual funds sponsored by~~ our ~~Sponsor,~~former ~~since 2013. Dr. Froehlich also has served as chief executive officer~~sponsor, ~~president, owner and chairman of the board of directors of the Kane County Cougars Baseball Club,~~ a ~~Class~~total ~~“A” minor league affiliate~~ of ~~the Chicago Cubs~~$10,000 ~~since~~per ~~2014.~~month ~~In July 2014, Dr. Froehlich was appointed as an independent director~~ for ~~NexPoint~~office ~~Capital~~space, ~~Inc.~~utilities, secretarial asupport ~~business~~and ~~development~~administrative ~~corporation~~services. ~~headquartered~~On inJanuary ~~Dallas~~22, ~~Texas. In August 2014~~2016, ~~Dr.~~due ~~Froehlich was appointed~~ to the ~~advisory~~exigent ~~board~~circumstances ofpublicly ~~Internet~~announced ~~Connectivity~~by ~~Group,~~RCS Advisory’s ~~Inc.,~~parent ~~a private full service digital media firm headquartered in Lake Forest~~company, ~~California.~~including Hebut ~~began~~not ~~his~~limited ~~career in the public sector from December 1975~~ to ~~April~~its ~~1978,~~stated asintention ~~a budget analyst for the City of Dayton, Ohio, with a budget of $100 million. From May 1978~~ to ~~February~~file ~~1981, he served as the chief financial officer~~ for ~~Montgomery~~Chapter ~~County,~~11 ~~Ohio's~~bankruptcy ~~Water~~protection and &shut ~~Sewer~~down ~~District~~all ~~with annual operating revenues~~ of ~~$75~~its ~~million.~~businesses Inother ~~March~~than ~~1981,~~its heretail ~~was~~advisor ~~appointed~~platform ~~the~~by ~~first city manager for Beavercreek, Ohio, as one of~~ the ~~youngest~~end ~~city managers in Ohio, with an operating budget~~ of $5January ~~million.~~2016 ~~Dr.~~(which ~~Froehlich~~bankruptcy ~~served~~filing did ~~there~~subsequently ~~until~~occur ~~April~~on ~~1985,~~January ~~when he transitioned to the private sector as a senior executive with Ernst & Whinney from May 1985 to September 1989~~31, ~~where he was responsible for a national practice that conducted financial feasibility studies and financial consulting to tax exempt entities. From October 1989 to January 1997~~2016), ~~he held several senior executive roles at Van Kampen Merritt~~ which ~~after~~resulted ~~its merger with American Capital became Van Kampen American Capital, with over $50 billion~~ in ~~assets~~RCS ~~across~~Advisory’s 75inability ~~different~~to ~~mutual~~provide ~~funds. Dr. Froehlich began there as~~ the ~~Director~~services ofcontemplated by ~~Municipal Research and left as~~ the ~~firm's~~administrative ~~first~~services ~~Chief Investment Strategist. In February 1997~~agreement, hewe ~~then~~provided ~~joined~~notice ~~Kemper~~of ~~Funds,~~termination ~~with~~of ~~$75~~the ~~billion~~administrative inservices ~~assets among 50 different funds, as their vice chairman~~agreement. ~~In January~~

3851

~~Table~~We also previously agreed to pay AR Capital, our former sponsor, up to 15,000 per month as reimbursement for a portion of ~~Contents~~the compensation paid to its personnel including certain of our officers who work on our behalf. On October 7, 2016, this arrangement was terminated, and AR Capital agreed that all amounts owed under such arrangement as of such date, or approximately $50,000, were contributed to capital.

~~2001,~~After hethe ~~was~~completion ~~appointed vice chairman~~ of ~~Scudder~~our ~~Investments,~~initial business ~~when Scudder Funds merged with Kemper Funds. Combined~~combination, ~~they~~directors ~~had~~or ~~assets~~members of ~~over~~our ~~$200~~management ~~billion~~team inwho ~~129~~remain ~~funds.~~with Inus ~~April~~may ~~2002,~~be ~~when~~paid ~~Deutsche~~consulting ~~Bank~~or ~~acquired~~management ~~Scudder~~fees from ~~Investments,~~the Drcombined company. ~~Froehlich~~All ~~was named vice chairman~~ of ~~Deutsche~~these ~~Asset~~fees ~~Management,~~will abe ~~role~~fully hedisclosed ~~held~~to ~~until~~stockholders, ~~September~~to ~~2009.~~the Inextent ~~September~~then ~~2009~~known, ~~until his retirement~~ in ~~April~~the ~~2012,~~tender ~~Dr.~~offer materials ~~Froehlich~~or ~~was~~proxy asolicitation ~~senior~~materials ~~executive~~furnished ~~with~~to ~~The~~our ~~Hartford~~stockholders ~~Mutual~~in ~~Funds,~~connection ~~where he also served as an officer of all 55 funds,~~ with ~~assets~~a ~~totaling~~proposed ~~$84~~business ~~billion~~combination. ~~Dr.~~We have ~~Froehlich~~not ~~also~~established ~~served~~any limit on the ~~board~~amount of ~~trustees~~such offees ~~the~~that ~~University~~may ofbe ~~Dayton~~paid ~~from~~by ~~January~~the ~~1998~~combined company to ~~October~~our ~~2008.~~directors ~~While~~or onmembers of ~~the~~management. ~~board~~It heis ~~was~~unlikely on the ~~executive~~amount ~~committee and served as chairman~~ of ~~the~~such ~~investment~~compensation ~~committee,~~will ~~overseeing~~be aknown ~~$500~~at ~~million~~the ~~endowment.~~time ~~From~~of ~~October~~the ~~1989~~proposed tobusiness ~~February 1997~~combination, hebecause the ~~served~~directors asof athe ~~director~~post-combination ~~for~~business ~~McCarthy,~~will ~~Crisanti~~be &responsible ~~Maffei,~~for ~~Inc.,~~determining aexecutive ~~privately held economic research firm with revenues of $75 million,~~ and adirector ~~wholly owned subsidiary of Xerox Financial Corporation~~compensation. HeAny ~~received~~compensation to ~~his~~be ~~Ph.D.~~paid ~~from~~to ~~California~~our ~~Coast~~officers ~~University~~will inbe ~~1979~~determined, ~~M.A.~~or ~~from~~recommended ~~Central~~to ~~Michigan in 1978, M.P.A. from~~ the ~~University~~board of ~~Dayton~~directors infor ~~1976~~determination, ~~and~~either by a ~~B.A.~~compensation committee ~~from~~constituted ~~the~~solely ~~University~~by ofindependent ~~Dayton~~directors inor ~~1975.~~by Ina ~~2008,~~majority ~~he was awarded an Honorary Doctorate~~ of ~~Commercial~~the ~~Sciences~~independent ~~from~~directors ~~the~~on our board of ~~trustees of Central Michigan University~~directors.

We ~~believe~~do not intend to take any action to ensure that ~~Dr.~~members ~~Froehlich’s~~of ~~experience~~our asmanagement anteam ~~independent~~maintain ~~director,~~their ~~his~~positions ~~expertise~~with inus ~~United~~after ~~States~~the ~~and~~consummation ~~global~~of ~~economics~~our initial business combination, although ~~global~~it ~~currencies~~is ~~and~~possible ~~financial~~that ~~markets,~~some ~~public~~or ~~policy~~all ~~and~~of ~~politics~~our executive officers and ~~United~~directors ~~States~~may ~~and~~negotiate ~~global~~employment ~~demographic~~or ~~trends,~~consulting ~~make~~arrangements to ~~him~~remain ~~well~~with ~~qualified~~us after our initial business combination. The existence or terms of any such employment or consulting arrangements to ~~serve~~retain ontheir positions with us may influence our ~~board~~management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.

~~Terms~~Compensation ofCommittee ~~Office~~Interlocks ofand ~~Directors~~Insider Participation

Our board of directors is divided into three classes with only one class of directors being elected in each year and each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year termNone. The term of office of the first class of directors, consisting of Dr. Froehlich, expired at our first annual meeting of stockholders on December 14, 2015, however, Dr. Froehlich was re-elected by our stockholders at such annual meeting for a three year term. The term of office of the second class of directors, consisting of Ms. Perrotty and Mr. Gong, will expire at our next annual meeting of stockholders. The term of office of the third class of directors, consisting of Messrs. Schorsch and Kahane, will expire at the following annual meeting of stockholders. We may not hold another annual meeting of stockholders until after we consummate our initial business combination.

~~Committees~~Item of12. ~~the~~Security ~~Board~~Ownership of ~~Directors~~Certain Beneficial Owners and Management and Related Stockholder Matters.

~~Our~~The ~~board~~following oftable ~~directors~~sets ~~has~~forth ~~two~~information regarding ~~standing committees: an audit committee and a compensation committee. Subject to phase-in rules and a limited exception,~~ the ~~rules~~beneficial ofownership ~~NASDAQ and Rule 10A-3~~ of the Exchange Act require that the audit committee and compensation committee of a listed company be comprised solely of independent directors. Although, we do not believe a compensation committee is necessary prior to our ~~initial~~common ~~business~~stock ~~combination~~ as ~~there~~of ~~will~~December ~~be no salary~~1, ~~fees~~2016, or other compensation being paid to our officers or directors prior to our initial business combination other than as disclosed in the prospectus associated with our initial public offering, we have established one in order to comply with NASDAQ listing standards.by:

~~Audit~~• ~~Committee~~each person known by us to be the beneficial owner of more than 5% of our outstanding 8,506,111 shares of common stock;

We• ~~established~~each ~~an audit committee~~ of our ~~board~~officers ofand directors; ~~in connection with our initial public offering. Mr. Gong, Ms. Perrotty~~ and Dr. Froehlich serve as members of our audit committee. Under the NASDAQ listing standards and applicable SEC rules, we are required to have three members of the audit committee, all of whom must be independent. Mr. Gong, Ms. Perrotty and Dr. Froehlich are independent.

~~Each~~• ~~member~~all ofour ~~the~~officers ~~audit committee is financially literate~~ and ~~our board of~~ directors ~~has determined that Ms. Perrotty qualifies~~ as ana ~~“audit committee financial expert” as defined in applicable SEC rules~~group.

~~Responsibilities~~Unless ofotherwise indicated, we believe that all persons named in the ~~audit~~table ~~committee~~below ~~include:~~have sole voting and investment power with respect to all shares of common stock beneficially owned by them.

~~• the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;~~52

• pre-approving all audit and permitted non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned		Approximate Percentage of Outstanding Common Stock
Axar Capital Management LP (2)		6,108,262		71.8	%

Andrew Axelrod (2)		6,108,262		71.8	%

Lionel Benichou		—		—

Yoav Wiegenfeld		1,189,565		14.0	%

David Gong		17,391		*

P. Sue Perrotty		17,391		*

Dr. Robert J. Froehlich		17,391		*

All directors and executive officers as a group (seven individuals)		7,350,000		86.4	%

~~• reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;~~_______________________

•* ~~setting~~Less ~~clear~~than ~~hiring~~one ~~policies for employees or former employees of the independent auditors;~~percent.

•(1) ~~setting~~Unless ~~clear~~otherwise ~~policies~~noted, ~~for~~the ~~audit~~business ~~partner~~address of ~~rotation~~each inof ~~compliance~~the ~~with~~following ~~applicable~~entities ~~laws~~or ~~and~~individuals ~~regulations;~~is c/o 1330 Avenue of the Americas, Sixth Floor, New York, New York 10019.

39(2) Our Sponsor is controlled by Andrew Axelrod. Accordingly, he may be deemed to share beneficial ownership of such shares.

•Founder obtaining a report, at least annually, from the independent auditors describing (i) the independent auditor’s internal quality-control procedures and (ii) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;Shares

•On ~~reviewing~~August ~~and~~1, ~~approving~~2014, ~~any~~AR ~~related~~Capital, ~~party~~our former ~~transaction~~sponsor, ~~required~~purchased 8,625,000 Founder Shares for $25,000, or approximately $0.003 per share. On October 1, 2014, AR Capital returned to bethe ~~disclosed~~Company, ~~pursuant~~at no cost, an aggregate of 1,725,000 Founder Shares, which were cancelled. Thereafter, AR Capital sold 20,000 Founder Shares at their original purchase price to ~~Item~~each ~~404~~of P. Sue Perrotty, David Gong and Dr. Robert J. Froehlich, the Company’s independent directors. On December 4, 2014, as a result of ~~Regulation~~the Sunderwriters' election not to exercise the over-Kallotment option ~~promulgated~~in connection with the initial public offering, our initial stockholders forfeited an aggregate of 900,000 Founder Shares, consisting of a forfeiture of 2,609 Founder Shares by each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, and a forfeiture of 892,173 Founder Shares by AR Capital. As a result of the ~~SEC~~forfeiture, ~~prior~~AR toCapital usheld ~~entering~~5,947,827 ~~into~~Founder ~~such~~Shares, ~~transaction;~~and each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich held 17,391 Founder Shares, so that there were 6,000,000 Founder Shares outstanding. On October 7, 2016, following the approval of the proposals at the Special Meeting of Stockholders and Special Meeting of Public Warrant Holders, AR Capital transferred all of its shares of Company common stock and warrants to the Sponsor.

•Private ~~reviewing~~Placement with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.Warrants

~~Compensation~~On ~~Committee~~October 7, 2016, AR Capital transferred all of its Private Place Warrants to our Sponsor. Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the initial public offering held in the trust account pending completion of an initial business combination.

•The ~~reviewing~~Private ~~and~~Placement ~~approving~~Warrants on(including the ancommon ~~annual~~stock ~~basis~~issuable upon exercise of the ~~corporate~~Private ~~goals~~Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of an initial business combination, and ~~objectives~~they ~~relevant~~will tobe ~~our~~non-redeemable ~~chief~~so ~~executive~~long ~~officer’s~~as ~~compensation~~they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, ~~evaluating~~the ~~our~~Private ~~chief~~Placement Warrants ~~executive~~will ~~officer~~be redeemable by the Company and exercisable by such holders on the same basis as the warrants included in the units that were sold in the Company’s ~~performance~~initial inpublic ~~light~~offering. ofOtherwise, ~~such~~the ~~goals~~Private ~~and~~Placement ~~objectives~~Warrants ~~and~~have ~~determining~~terms and ~~approving~~provisions that are identical to those of the ~~remuneration~~warrants ~~(if~~sold ~~any)~~as part of ~~our~~the ~~chief~~units ~~executive~~in ~~officer~~the ~~based~~Company’s oninitial ~~such~~public ~~evaluation;~~offering and have no net cash settlement provisions.

•If ~~reviewing~~the ~~and~~Company ~~approving~~does not complete an initial business combination, then the ~~compensation~~proceeds from the sale of ~~all~~the Private Placement Warrants will be part of ~~our~~the ~~other~~liquidating distribution ~~executive~~to ~~officers;~~the public stockholders and the Private Placement Warrants will expire worthless.

•Sponsor ~~reviewing our executive compensation policies and plans;~~Loans

•Effective ~~implementing~~October ~~and~~7, ~~administering~~2016, our ~~incentive~~Sponsor ~~compensation~~agreed to ~~equity~~lend the Company on January 1, 2017 and on the first business day of each of the following three fiscal quarters commencing thereafter (or, if the date by which the Company must liquidate its trust account if it does not complete a business combination date is October 1, 2017, the following two fiscal quarters commencing thereafter) approximately $125,300 (the “Trust Loans”), which amounts will be deposited in the Trust Account. Our Sponsor has also agreed to lend the Company up to $2 million for working capital and other expenses (together with the Trust Loans, the “Loans”). The Loans will be non-~~based~~interest ~~remuneration~~bearing ~~plans;~~and repayable by the Company to the Sponsor upon consummation of an initial business combination.

•Registration ~~assisting~~Rights ~~management in complying with our proxy statement and annual report disclosure requirements;~~Agreement

•The ~~approving~~holders ~~all~~of ~~special~~the ~~perquisites~~Founder Shares, ~~special~~Private Placement ~~cash~~Warrants ~~payments~~and warrants that may be issued upon conversion of working capital loans (and ~~other~~any ~~special~~shares ~~compensation~~of common stock issuable upon the exercise of the Private Placement Warrants and ~~benefit~~warrants ~~arrangements~~that may be issued upon conversion of working capital loans) will be entitled to registration rights pursuant to a registration rights agreement signed on October 1, 2014 (the “Registration Rights Agreement”). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the Initial Business Combination and rights to require the Company to register for ~~our~~resale ~~executive~~such ~~officers~~securities pursuant to Rule 415 under the Securities Act. However, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (a) in the case of the Founder Shares, one year after the date of the consummation of the Initial Business Combination or earlier if, subsequent to the Initial Business Combination, (i) the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and ~~employees;~~recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Initial Business Combination, or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of its stockholders having the right to exchange their shares of common stock for cash, securities or other property and (b) in the case of the Private Placement Warrants and the respective common stock underlying such Private Placement Warrants, 30 days after the completion of the Initial Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

~~• producing a report on executive compensation to be included in our annual proxy statement; and~~54

•Other ~~reviewing,~~Potential ~~evaluating and recommending changes, if appropriate, to the remuneration for directors.~~Conflicts

~~The~~After ~~charter~~our ~~also~~initial ~~provides~~business ~~that~~combination, members ~~the~~of ~~compensation~~our ~~committee~~management ~~may,~~team inwho ~~its~~remain ~~sole~~with ~~discretion~~us may be paid consulting, ~~retain~~management or ~~obtain~~other fees from the ~~advice~~combined ofcompany awith any ~~compensation~~and ~~consultant,~~all ~~legal~~amounts ~~counsel~~being orfully ~~other~~disclosed ~~adviser~~to ~~and~~our ~~will~~stockholders, beto ~~directly~~the ~~responsible~~extent ~~for~~then known, in the ~~appointment~~tender offer or proxy solicitation materials, ~~compensation~~as ~~and~~applicable, ~~oversight~~furnished ofto our stockholders. It is unlikely the ~~work~~amount of ~~any~~ such ~~adviser.~~compensation ~~However,~~will ~~before~~be ~~engaging~~known orat ~~receiving~~the ~~advice~~time of ~~from~~distribution aof ~~compensation~~such ~~consultant,~~tender ~~external~~offer ~~legal~~materials ~~counsel~~ or ~~any~~at ~~other~~the ~~adviser,~~time ~~the~~of ~~compensation~~a ~~committee~~stockholder ismeeting ~~required~~held to consider ~~the~~our ~~independence~~initial ofbusiness ~~each~~combination, as ~~such adviser~~applicable, ~~including~~as it will be up to the ~~factors~~directors ~~required~~of bythe ~~NASDAQ~~post-combination business to determine executive and ~~the~~director ~~SEC~~compensation.

~~Director~~You ~~Nominations~~should also be aware of the following other potential conflicts of interest:

We• doEach ~~not~~of ~~have~~our aofficers ~~standing~~and ~~nominating~~directors ~~committee.~~may Inbecome ~~accordance~~involved with ~~Rule~~subsequent ~~5605(e)(2)~~blank ofcheck ~~the~~companies ~~NASDAQ~~similar ~~Rules,~~to aour ~~majority~~Company, ofalthough ~~the~~they ~~independent~~have ~~directors~~agreed ~~may~~not ~~recommend~~to aparticipate ~~director~~in ~~nominee~~the ~~for~~formation ~~selection~~of, byor ~~our~~become ~~board~~an ofofficer ~~directors.~~or ~~Our~~director ~~board~~ of, ~~directors~~any ~~believes~~blank check company that ~~the~~is ~~independent~~formed ~~directors~~in ~~can~~the ~~satisfactorily~~United ~~carry~~States ~~out~~until ~~the~~we ~~responsibility~~have ofentered ~~properly~~into ~~selecting~~a ordefinitive ~~approving~~agreement ~~director~~regarding ~~nominees~~our ~~without~~initial ~~the~~business ~~formation~~combination ofor awe ~~standing~~have ~~nominating~~failed ~~committee.~~to ~~The~~complete ~~directors~~our ~~who~~initial ~~shall~~business ~~participate~~combination inby ~~the~~(i) ~~consideration~~October ~~and~~1, ~~recommendation~~2017 ofor ~~director~~(ii) ~~nominees~~if ~~are~~prior ~~Mr.~~to ~~Gong~~October 1, ~~Ms. Perrotty~~2017, ~~and~~the ~~Dr.~~Company ~~Froehlich.~~publicly Indiscloses ~~accordance~~that ~~with~~an ~~Rule~~extension ~~5605(e)(1)(A)~~past ofOctober ~~the NASDAQ Rules~~1, ~~all~~2017 ~~such~~will ~~directors~~not ~~are~~prevent ~~independent.~~the AsCompany ~~there~~from ismaintaining nothe ~~standing~~listing ~~nominating~~of ~~committee,~~its wesecurities doon ~~not~~The ~~have~~Nasdaq aCapital ~~nominating~~Market, ~~committee~~December ~~charter~~31, ~~in place~~2017.

~~The~~• ~~board~~None of ~~directors will also consider director candidates recommended for nomination by~~ our ~~stockholders~~officers ~~during~~or ~~such~~directors ~~times~~is asrequired ~~they are seeking proposed nominees~~ to ~~stand~~commit ~~for~~any ~~election~~specific atminimum ~~the~~amount ~~next~~of ~~annual~~time ~~meeting~~to ofour ~~stockholders~~affairs ~~(or~~and, ~~if applicable~~accordingly, amay ~~special~~have ~~meeting~~conflicts of ~~stockholders).~~interest ~~Our~~in ~~stockholders~~allocating ~~that~~his ~~wish~~or toher ~~nominate~~time aamong ~~director~~various ~~for~~business ~~election to our board of directors should follow the procedures set forth in Section 3~~activities.~~2 of our bylaws.~~

40• In the course of their other business activities, our officers and directors may become aware of investment and business opportunities that may be appropriate for presentation to us as well as the other entities with which they are affiliated. Our management may have conflicts of interest in determining to which entity a particular business opportunity should be presented.

~~Table~~• Our Sponsor purchased Founder Shares and Private Placement Warrants and has agreed to waive its redemption rights with respect to its Founder Shares and Public Shares in connection with the consummation of ~~Contents~~our initial business combination. Additionally, our Sponsor has agreed to waive its redemption rights with respect to its Founder Shares if we fail to consummate our initial business combination by (i) October 1, 2017 or (ii) if prior to October 1, 2017, the Company publicly discloses that an extension past October 1, 2017 will not prevent the Company from maintaining the listing of its securities on The Nasdaq Capital Market, December 31, 2017. If we do not complete our initial business combination within such applicable time period, the proceeds of the sale of the Private Placement Warrants will be used to fund the redemption of our Public Shares, and the Private Placement Warrants will expire worthless. On October 1, 2014, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned or sold until released from escrow on the date that is one year after the date of the consummation of our initial business combination or earlier if, subsequent to our business combination, (i) the last sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property. With certain limited exceptions, the Private Placement Warrants and the common stock underlying such Warrants will not be transferable, assignable or saleable until 30 days after the completion of our initial business combination. Accordingly, our officers and directors who directly or indirectly own Founder Shares or Private Placement Warrants may have a conflict of interest in determining whether a particular target business is an appropriate business with which to effectuate our initial business combination.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, our board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best interests of our stockholders.55

~~Code~~• ofOur ~~Ethics~~officers and ~~Audit~~directors may have a conflict of interest with respect to evaluating a particular business combination if the retention or resignation of any such officers and ~~Compensation~~directors ~~Committee~~was ~~Charters~~included by a target business as a condition to any agreement with respect to our initial business combination.

WeThe ~~have~~conflicts ~~adopted~~described aabove ~~Code~~may ofnot Ethics applicable to our directors, officers and employees. We have filed a copy of our Code of Ethics and our audit and compensation committee charters as exhibits to this Report. You can review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. In addition, a copy of the Code of Ethics will be resolved ~~provided~~in ~~without charge upon request from us. We intend to disclose any amendments to or waivers of certain provisions of~~ our ~~Code of Ethics in a Current Report on Form 8-K~~favor.

~~Section~~In ~~16(~~general, officers and directors of a) ~~Beneficial~~corporation ~~Ownership~~incorporated ~~Reporting~~under ~~Compliance~~the laws of the State of Delaware are required to present business opportunities to a corporation if:

~~Section~~• ~~16(a) of~~ the ~~Exchange~~corporation ~~Act~~could ~~requires~~financially ~~our~~undertake ~~officers, directors and persons who own more than ten percent of a registered class of our equity securities to file reports of ownership and changes in ownership with~~ the SEC. Officers, directors and ten percent stockholders are required by regulation to furnish us with copies of all Section 16(a) forms that they file. Based solely on a review of the copies of such forms furnished to us, or written representations that no Forms 5 were required, we believe that, during the year ended December 31, 2015, all Section 16(a) filing requirements applicable to our executive officers and directors were complied with.opportunity;

~~Item~~• ~~11.~~the ~~Executive~~opportunity ~~Compensation.~~is within the corporation’s line of business; and

~~Other~~• ~~than~~it aswould ~~described~~not ~~below,~~be ~~none~~fair ~~of our executive officers or directors has received any cash compensation for services rendered. We previously agreed~~ to ~~pay RCS Advisory an entity under common control with~~ the ~~Sponsor,~~corporation ~~a total of $10,000 per month for office space, utilities, secretarial support~~ and ~~administrative~~its ~~services,~~stockholders ~~and to the Sponsor up to $15,000 per month as reimbursement~~ for ~~a portion of~~ the ~~compensation~~opportunity paid to its personnel including certain of our officers who work on our behalf. On January 22, 2016, due to the exigent circumstances publicly announced by RCS Advisory’s parent company, including but not ~~limited~~ to ~~its~~be ~~stated~~brought ~~intention~~ to ~~file for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform by~~ the ~~end~~attention of ~~January 2016 (which bankruptcy filing did subsequently occur on January 31, 2016), which resulted in RCS Advisory’s inability to provide~~ the ~~services contemplated by the administrative services agreement, we provided notice of termination of the administrative services agreement~~corporation.

~~After~~Furthermore, ~~the completion of~~ our ~~initial~~amended ~~business~~and ~~combination,~~restated certificate ~~directors or members~~ of ~~our~~incorporation ~~management~~provides ~~team~~that ~~who remain with us may be paid consulting or management fees from~~ the ~~combined~~doctrine ~~company. All~~ of ~~these~~corporate ~~fees~~opportunity will benot ~~fully~~apply ~~disclosed~~with torespect ~~stockholders,~~ to ~~the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. We have not established~~ any ~~limit on the amount~~ of ~~such fees that may be paid by the combined company to~~ our ~~directors~~ officers or ~~members~~directors ofin ~~management.~~circumstances Itwhere ~~is unlikely~~ the ~~amount~~application of ~~such compensation will be known at~~ the ~~time~~doctrine ofwould ~~the~~conflict ~~proposed~~with ~~business~~any ~~combination,~~fiduciary ~~because~~duties ~~the directors of the post-combination business will be responsible for determining executive and director compensation. Any compensation to be paid to our officers will be determined,~~ or ~~recommended~~contractual toobligations they ~~the~~may ~~board~~have ofnow ~~directors for determination, either by a compensation committee constituted solely by independent directors~~ or byin ~~a majority of~~ the ~~independent directors on our board of directors~~future.

WeDirector do not intend to take any action to ensure that members of our management team maintain their positions with us after the consummation of our initial business combination, although it is possible that some or all of our executive officers and directors may negotiate employment or consulting arrangements to remain with us after our initial business combination. The existence or terms of any such employment or consulting arrangements to retain their positions with us may influence our management’s motivation in identifying or selecting a target business but we do not believe that the ability of our management to remain with us after the consummation of our initial business combination will be a determining factor in our decision to proceed with any potential business combination. We are not party to any agreements with our executive officers and directors that provide for benefits upon termination of employment.Independence

~~Compensation~~NASDAQ ~~Committee~~listing ~~Interlocks~~standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Gong, Ms. Perrotty and ~~Insider~~Dr. ~~Participation~~Froehlich are “independent directors,” as defined in the NASDAQ listing standards and applicable SEC rules.

~~None.~~Related Party Policy

~~Item~~Prior 12to the consummation of our initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board) or as disclosed in our public filings with the SEC. ~~Security~~Under ~~Ownership~~our code of ~~Certain~~ethics, ~~Beneficial~~conflict ~~Owners~~of ~~and~~interest ~~Management~~situations ~~and~~include ~~Related~~any ~~Stockholder~~financial ~~Matters~~transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. A form of the code of ethics that we adopted prior to the consummation of our initial public offering was filed as an exhibit to the registration statement associated with our initial public offering.

~~The following table sets forth information regarding the beneficial ownership of our common stock as of January 21, 2016, by:~~56

•In ~~each~~addition, ~~person~~our ~~known~~audit bycommittee, uspursuant to a written charter that we adopted prior to bethe consummation of our initial public offering, is responsible for reviewing and approving related party transactions to the ~~beneficial~~extent ~~owner~~that we enter into such transactions. An affirmative vote of ~~more~~a ~~than~~majority 5%of the members of ~~our~~the ~~outstanding~~audit 30committee present at a meeting at which a quorum is present is required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting,~~000,000~~ ~~shares~~the unanimous written consent of ~~common~~all ~~stock;~~of the members of the audit committee will be required to approve a related party transaction. We also require each of our directors and executive officers to complete a directors’ and officers’ questionnaire that elicits information about related party transactions.

•These ~~each~~procedures are intended to determine whether any such related party transaction impairs the independence of ~~our~~a ~~officers~~director ~~and~~or ~~directors;~~presents ~~and~~a conflict of interest on the part of a director, employee or officer.

•To ~~all~~further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of our sponsor, officers or ~~and~~directors unless we, or a committee of independent directors, ashave obtained an opinion from an independent investment banking firm which is a ~~group~~member of FINRA that our initial business combination is fair to our company from a financial point of view. Furthermore, no finder’s fees, reimbursements or cash payments will be made to our sponsor, officers or directors, or our or their affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of this offering held in the trust account prior to the completion of our initial business combination:

41· Repayment of Trust Loans and working capital loans made to us by our Sponsor;

~~Table~~· Repayment of ~~Contents~~loans which may be made by the Sponsor or an affiliate of our sponsor or certain of our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with respect thereto.

~~Unless~~Our ~~otherwise~~audit ~~indicated,~~committee wewill ~~believe~~review ~~that~~on ~~all~~a ~~persons~~quarterly basis ~~named~~all inpayments ~~the~~that ~~table~~were ~~below~~made ~~have sole voting and investment power with respect~~ to ~~all~~our ~~shares~~Sponsor, ofofficers ~~common~~or ~~stock~~directors, ~~beneficially~~or ~~owned~~our byor ~~them~~their affiliates.

Name and Address of Beneficial Owner (1)	Number of Shares Beneficially Owned	Approximate Percentage of Outstanding Common Stock
AR Capital, LLC (the Sponsor) (2)	5,947,827	19.8	%
Nicholas S. Schorsch (2)(3)	5,947,827	19.8	%
William M. Kahane (2)(3)	5,947,827	19.8	%
David Gong (4)	17,391	*
P. Sue Perrotty (4)	17,391	*
Dr. Robert J. Froehlich (4)	17,391	*
Arrowgrass Capital Partners (US) LP (5)	2,271,011	7.6	%
Fir Tree Inc. (6)	2,600,000	8.7	%
Polar Asset Management Partners Inc. (7)	2,104,000	7.0	%
Deutsche Bank AG (8)	1,635,489	5.5	%
All directors and executive officers as a group (seven individuals)	6,000,000	20.0	%

Item 14. Principal Accounting Fees and Services.

~~________________________~~The Audit Committee of the Board of Directors of the Company engaged WithumSmith+Brown, PC as the Company’s independent registered public accounting firm on November 10, 2016. KPMG, LLP served as the Company’s independent registered public account firm for the year ended December 31, 2015 as well as up until November 10, 2016. The following is a summary of fees paid to WithumSmith+Brown, PC and KPMG, LLP for services rendered.

* LessAudit ~~than one percent.~~Fees

~~(1) Unless~~For ~~otherwise~~the ~~noted~~year ended December 31, 2016 and for the ~~business~~year ~~address~~ended ofDecember ~~each~~31, of2015, ~~the~~fees ~~following~~paid isor ~~405~~payable ~~Park~~for ~~Avenue,~~our ~~New~~independent ~~York~~registered public accounting firm were approximately $82,612 NYand ~~10022~~$115,000, respectively.

(2) On July 25, 2014, the Sponsor purchased an aggregate of 8,625,000 Founder Shares for an aggregate purchase price of $25,000, or approximately $0.003 per share. On October 1, 2014, in connection with a reduction in the size of the initial public offering, the initial stockholders forfeited an aggregate of 1,725,000 Founder Shares, which the Company has cancelled. Thereafter, the Sponsor transferred an aggregate of 60,000 Founder Shares to our independent directors for a price of approximately $0.003 per share. As a result of the underwriters’ election not to exercise their overAudit-~~allotment~~Related ~~option in connection with our initial public offering, the initial stockholders forfeited an aggregate of 900,000 Founder Shares on December 4, 2014, which the Company has cancelled.~~ Fees

~~(3) Nicholas~~For S.the ~~Schorsch~~year ~~and~~ended ~~William~~December M.31, ~~Kahane~~2016 and ~~are~~for ~~members~~the ofyear ~~our~~ended ~~Sponsor. The~~December ~~shares~~31, ~~are~~2015, ~~owned~~fees bypaid ~~our~~or ~~Sponsor,~~payable ~~and~~for ~~Nicholas~~our S.independent ~~Schorsch~~registered ~~and~~public ~~William~~accounting M.firm ~~Kahane~~were ~~share~~approximately $0 ~~voting~~ and ~~dispositive~~$0, ~~control over the shares~~respectively.

~~(4) David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, respectively, hold 17,391 Founder Shares.~~57

~~(5) According~~Tax to Amendment No. 1 to Schedule 13G filed with the SEC on February 16, 2016 on behalf of Arrowgrass Capital Partners (US) LP, a Delaware limited partnership ("ACP") and Arrowgrass Capital Services (US) Inc., a Delaware corporation ("ACS"), ACP and ACS share voting and dispositive power over the shares reported above. The business address of this stockholder is 1330 Avenue of the Americas, 32nd Floor, New York, New York 10019.Fees

~~(6) According~~For ~~to a Schedule 13G filed with~~ the ~~SEC~~year onended ~~February~~December 1731, ~~2015~~2016 and onfor ~~behalf~~the ofyear ~~Fir~~ended ~~Tree~~December ~~Inc.~~31, ~~a New York corporation ("Fir Tree")~~2015, ~~the~~fees ~~shares~~paid ~~reported~~or ~~above~~payable ~~include shares purchased by certain private investment funds~~ for ~~which~~our ~~Fir~~independent ~~Tree~~registered ~~serves~~public asaccounting ~~the~~firm ~~investment~~were ~~manager (the "Fir Tree Funds"). Fir Tree is the investment manager of the Fir Tree Funds~~approximately $3,500 and ~~has been granted investment discretion over portfolio investments~~$0, ~~including~~respectively for the ~~common~~preparation ~~stock~~ of the Company’s ~~held~~federal byand ~~the~~state ~~Fir~~tax ~~Tree Funds~~returns. ~~The business address of this stockholder is 505 Fifth Avenue, 23rd Floor, New York, New York 10017.~~

42All Other Fees

~~Table~~ For ofthe ~~Contents~~year ended December 31, 2016 and for the year ended December 31, 2015, fees paid or payable for our independent registered public accounting firm were approximately $11,500 and $0, respectively for services related to the Agreement, background checks on Axar personnel, and successor auditor workpaper review.

~~(7) According~~Pre-Approval to a Schedule 13G filed with the SEC on February 16, 2016 on behalf of Polar Asset Management Partners Inc., a company incorporated under the laws of Ontario, Canada, which serves as the investment advisor to Polar Multi Strategy Master Fund, a Cayman Islands exempted company ("PMSMF"), the shares reported above are directly held by PMSMF. The business address of this stockholder is 401 Bay Street, Suite 1900, PO Box 19, Toronto, Ontario M5H 2Y4, Canada.Policy

~~(8) According~~Since the aformation ~~Schedule~~of ~~13G~~our ~~filed~~audit ~~with~~committee on ~~the~~October ~~SEC~~1, 2014, and on ~~February~~a 17going-forward basis, ~~2017~~the onaudit ~~behalf~~committee ofhas ~~Deutsche~~and ~~Bank~~will ~~AG,~~pre-approve ~~Deutsche~~all ~~Bank~~auditing AGservices ~~has~~and ~~sole~~permitted non-audit ~~voting~~services to be performed for us by WithumSmith+Brown, PC, including the fees and ~~dispositive~~terms ~~power~~thereof ~~over~~(subject to the ~~shares~~de minimis ~~reported~~exceptions ~~above. The~~for ~~business~~non-audit ~~address~~services ofdescribed ~~this~~in ~~stockholder~~the isExchange ~~Taunusanlage~~Act ~~12,~~which ~~60325~~are ~~Frankfurt~~approved amby ~~Main,~~the ~~Federal~~audit ~~Republic~~committee prior to the completion of ~~Germany~~the audit).

~~Item~~PART ~~13. Certain Relationships and Related Transactions, and Director Independence.~~IV

~~Founder~~Item ~~Shares~~15. Exhibits and Financial Statement Schedules.

~~On August 1, 2014, the Sponsor purchased 8,625,000 shares of the Company’s common stock~~ (~~the “Founder Shares”~~a) ~~for $25,000, or approximately $0.003 per share.~~ The ~~Founder~~following ~~Shares~~documents are ~~identical~~filed ~~to the common stock included in the Public Units except that the Founder Shares are subject to certain transfer restrictions,~~ as ~~described~~part ~~in more detail below. On October 1, 2014, in connection with a reduction in the size~~ of ~~the~~this initial public offering, the Sponsor contributed 1,725,000 Founder Shares back to the Company, which the Company canceled. Thereafter, the Sponsor sold 20,000 Founder Shares at their original price to each of the Company's independent directors. On December 4, 2014, as a result of the underwriters' election not to exercise the over-allotment option in connection with our initial public offering, our initial stockholders forfeited an aggregate of 900,000 Founder Shares, consisting of a forfeiture of 2,609 Founder Shares by each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich, and a forfeiture of 892,173 Founder Shares by the Sponsor. As a result of the forfeiture, the Sponsor held 5,947,827 Founder Shares, and each of David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich held 17,391 Founder Shares, so that there were 6,000,000 Founder Shares outstanding. The number of Founder Shares represents 20% of the outstanding shares.Report:

The Founder Shares are identical to the common stock included in the Public Units sold in the initial public offering except that the Founder Shares are subject to certain transfer restrictions. The initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier of (a1) ~~one~~ ~~year~~Financial after the completion of the initial business combination, or earlier if, subsequent to the initial business combination, the last sale price of the Company’s common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after the consummation of the initial business combination or (b) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of common stock for cash, securities or other property (the “Lock Up Period”).Statements

	Ownership of Founder Shares
	Sponsor		Independent Directors		Total Founder Shares
Sale of common stock to initial stockholder on August 1, 2014	8,625,000		—		8,625,000
Forfeiture of shares on October 1, 2014(1)	(1,725,000	)	—		(1,725,000	)
Sale of Founder Shares to Company's independent directors on October 1, 2014	(60,000	)	60,000		—
Forfeiture of shares on December 4, 2014(2)	(892,173	)	(7,827	)	(900,000	)
	5,947,827		52,173		6,000,000

Reference is made to the Index to Financial Statements of the Company under Item 8 of Part II.

~~____________________________~~(2) Financial Statement Schedule

~~(1)~~All Infinancial ~~connection~~statement ~~with~~schedules aare ~~reduction~~omitted because inthey ~~the~~are ~~size~~not ofapplicable or the ~~initial~~amounts ~~public~~are ~~offering~~immaterial, ~~the~~not ~~Sponsor~~required, ~~contributed~~or ~~1,725,000~~the ~~Founder~~required ~~Shares~~information ~~back~~is topresented in the ~~Company,~~financial statements ~~which~~and ~~the~~notes ~~Company~~thereto ~~canceled~~in Item 8 of Part II above.

~~(2)~~See ~~As a result of~~ the ~~underwriters'~~Index ~~election not~~ to ~~exercise~~Financial ~~the~~Statements ~~over~~on page F-~~allotment~~1 ~~option in connection with our initial public offering, our initial stockholders forfeited an aggregate~~ of ~~900,000~~this ~~Founder Shares~~Report.

43(3) Exhibits

Table of Contents

Exhibit No.		Description
3.1⁽¹⁾		Amended and Restated Certificate of Incorporation
3.2⁽²⁾		Bylaws
4.1⁽³⁾		Specimen Unit Certificate
4.2⁽³⁾		Specimen Common Stock Certificate
4.3⁽³⁾		Specimen Warrant Certificate
4.4⁽¹⁾		Warrant Agreement, dated October 1, 2014, between Continental Stock Transfer & Trust Company and the Registrant
10.1⁽²⁾		Promissory Note, dated August 1, 2014, issued to AR Capital
10.2(a)⁽¹⁾		Letter Agreement, dated October 1, 2014, among the Registrant, Nicholas S. Schorsch, William M. Kahane, Nicholas Radesca, Yoav Wiegenfeld and AR Capital
10.2(b)⁽¹⁾		Letter Agreement, dated October 1, 2014, between the Registrant and David Gong
10.2(c)⁽¹⁾		Letter Agreement, dated October 1, 2014, between the Registrant and P. Sue Perrotty
10.2(d)⁽¹⁾		Letter Agreement, dated October 1, 2014, between the Registrant and Dr. Robert J. Froehlich
10.3⁽¹⁾		Investment Management Trust Agreement, dated October 1, 2014, between the Registrant and Continental Stock Transfer & Trust Company
10.4⁽¹⁾		Registration Rights Agreement, dated October 1, 2014, among the Registrant, AR Capital, and the other parties thereto
10.5⁽²⁾		Securities Purchase Agreement, dated August 1, 2014, between the Registrant and AR Capital
10.6⁽²⁾		Amended and Restated Private Placement Warrants Purchase Agreement, dated October 1, 2014, between the Registrant and AR Capital
10.7⁽³⁾		Form of Indemnification Agreement between the Registrant and Indemnitee
10.8⁽¹⁾		Securities Escrow Agreement, dated October 1, 2014, among the Registrant, AR Capital, the Initial Holders party thereto and Continental Stock Transfer & Trust Company
10.9⁽³⁾		Administrative Services Agreement, dated September 8, 2014, between the Registrant and RCS Advisory Services, LLC
10.10⁽¹⁾		M&A Advisory Agreement, dated October 1, 2014, between the Registrant and RCS Capital
10.11⁽¹⁾		Compensation Reimbursement Agreement, dated October 1, 2014, between the Registrant and AR Capital
10.12⁽¹⁾		Securities Assignment Agreement, dated October 1, 2014, among AR Capital, David Gong, P. Sue Perrotty and Dr. Robert J. Froehlich
14⁽⁴⁾		Code of Ethics
24*		Power of Attorney (included on signature page of this report).
31.1*		Certification of the Principal Executive Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*		Certification of the Principal Financial Officer of the Company pursuant to Securities Exchange Act Rule 13a-14(a) or 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*		Written statements of the Principal Executive Officer and Principal Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101*		XBRL (eXtensible Business Reporting Language). The following materials from AR Capital Acquisition Corp.'s Annual Report on Form 10-K for the year ended December 31, 2014, formatted in XBRL: (i) the Balance Sheet, (ii) the Statement of Operations, (iii) the Statement of Changes in Stockholders' Equity, (iv) the Statement of Cash Flows and (v) the Notes to the Financial Statements. As provided in Rule 406T of Regulation S-T, this information is furnished and not filed for purpose of Sections 11 and 12 of the Securities Act of 1933 and Section 18 of the Securities Exchange Act of 1934

Private Placement Warrants

*	Filed herewith
⁽¹⁾	Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 7, 2014.
⁽²⁾	Filed as an exhibit to our Registration Statement on Form S-1 filed with the SEC on August 11, 2014.
⁽³⁾	Filed as an exhibit to Pre-Effective Amendment No. 1 to our Registration Statement on Form S-1/A filed with the SEC on September 9, 2014.
⁽⁴⁾	Filed as an exhibit to our Annual Report on Form 10-K filed with the SEC on February 19, 2016.

The Sponsor initially agreed to purchase from the Company an aggregate of 7,750,000 Warrants at a price of $1.00 per Warrant (a purchase price of $7,750,000) in a private placement that will occur simultaneously with the completion of the initial public offering (the "Private Placement Warrants"). On October 1, 2014, in connection with a reduction in size of the Public Offering, the number of Warrants to be purchased by the Sponsor was decreased to 6,550,000 Warrants. On October 7, 2014, the Sponsor purchased from the Company an aggregate of 6,550,000 Private Placement Warrants at a price of $1.00 per Warrant (a purchase price of $6,550,000). Each Private Placement Warrant entitles the holder to purchase one share of common stock at $11.50 per share. A portion of the purchase price of the Private Placement Warrants was added to the proceeds from the initial public offering to be held in the Trust Account pending completion of the initial business combination. 58

The Private Placement Warrants (including the common stock issuable upon exercise of the Private Placement Warrants) will not be transferable, assignable or salable until 30 days after the completion of the initial business combination and they will be non-redeemable so long as they are held by the initial purchasers of the Private Placement Warrants or their permitted transferees. In addition, the Private Placement Warrants are exercisable on a cashless basis so long as they are held by their initial purchasers or their permitted transferees. If the Private Placement Warrants are held by someone other than the initial purchasers of the Private Placement Warrants or their permitted transferees, the Private Placement Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Warrants included in the Public Units. Otherwise, the Private Placement Warrants have terms and provisions that are identical to those of the Warrants included in the Public Units and have no net cash settlement provisions. SIGNATURES

IfPursuant to the ~~Company~~requirements ~~does~~of ~~not~~Section 13 ~~complete~~or an15(d) ~~initial~~of ~~business~~the ~~combination,~~Securities ~~then~~Exchange ~~the~~Act ~~proceeds~~of ~~from~~1934, ~~the~~as ~~sale~~amended, of the ~~Private~~registrant ~~Placement~~has ~~Warrants~~duly ~~will~~caused bethis ~~part~~report ofto ~~the~~be ~~liquidating~~signed ~~distribution~~on toits behalf by the ~~public~~undersigned, ~~stockholders~~thereunto ~~and~~duly ~~the~~authorized ~~Private~~this ~~Placement~~14th ~~Warrants~~day ~~will~~of ~~expire~~March, ~~worthless~~2017.

~~Sponsor~~AXAR ~~Loans~~ACQUISITION CORP. By: /s/ Andrew Axelrod Andrew Axelrod Chief Executive Officer and Director

~~The~~POWER ~~Sponsor~~OF agreed to loan the Company up to an aggregate of $200,000 by the issuance of an unsecured promissory note (the "Note") on August 1, 2014 to cover expenses related to the initial public offering. The Sponsor loaned a total of $79,702. The Note was payable without interest upon the consummation of the initial public offering. The Note was repaid in full on October 8, 2014.ATTORNEY

~~Administrative~~ The ~~Services~~undersigned directors ~~Agreement~~and officers of Axar Acquisition Corp. hereby constitute and appoint each of Andrew Axelrod and Lionel Benichou, with the power to act without the others and with full power of substitution and resubstitution, our true and lawful attorney-in-fact and agent with full power to execute in our name and behalf in the capacities indicated below any and all amendments to this report and to file the same, with all exhibits and other documents relating thereto and hereby ratify and confirm all that such attorney-in-fact, or such attorney-in-fact’s substitute, may lawfully do or cause to be done by virtue hereof.

On Pursuant ~~September~~to ~~8, 2014,~~ the ~~Company~~requirements ~~entered into an agreement to pay RCS Advisory a total~~ of ~~$10,000 per~~ ~~month for office space, utilities, secretarial support and administrative services commencing on~~ the Securities ~~date~~Exchange ~~the~~Act ~~Company’s~~of ~~securities were first listed on NASDAQ. On January 22~~1934, ~~2016,~~as ~~due to the exigent circumstances publicly announced by RCS Advisory’s parent company~~amended, ~~including~~this ~~but~~annual ~~not~~report ~~limited~~on toForm ~~its~~10-K ~~stated~~has ~~intention~~been tosigned ~~file~~below ~~for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform~~ by the ~~end~~following ofpersons ~~January 2016 (which bankruptcy filing did subsequently occur~~ on behalf ~~January 31, 2016), which resulted in RCS Advisory’s inability to provide the services contemplated by the administrative services agreement, the Company provided notice~~ of ~~termination of~~ the ~~administrative~~registrant ~~services~~and ~~agreement. The~~in ~~space formerly sublet by RCS Advisory for~~ the ~~Company’s~~capacities ~~office space is currently leased by the Sponsor~~ and ~~will~~on ~~be provided to~~ the ~~Company~~dates ~~free of charge~~indicated.

M&A Advisory Agreement

Name	Capacity	Date

/s/ Andrew Axelrod	Chief Executive Officer and Director	March 14, 2017
Andrew Axelrod

/s/ Lionel Benichou	Chief Financial Officer, Treasurer and Secretary	March 14, 2017
Lionel Benichou

/s/ David Gong	Independent Director	March 14, 2017
David Gong

/s/ P. Sue Perrotty	Independent Director	March 14, 2017
P. Sue Perrotty

/s/ Dr. Robert J. Froehlich	Independent Director	March 14, 2017
Dr. Robert J. Froehlich

On October 1, 2014, the Company entered into an agreement with RCS to act as a financial advisor in connection with our Company’s identification, negotiation and consummation of an initial business combination (the “M&A Services Agreement”). The M&A Services Agreement provided that RCS would perform customary financial analyses of potential initial business combination targets, assist in coordinating the business due diligence process with potential targets, assist in the Company’s review and consideration of the financial aspects of business combination proposals, assist in negotiating the financial aspects of an initial business combination and provide other mutually agreed upon financial advisory services rendered in advance of a determination by the Company’s board to execute definitive documentation related to any business combination. Additionally, in the event that the Company executes a definitive agreement with respect to an initial business combination, the M&A Services Agreement provided that RCS would provide post-signing and pre-closing financial advisory services as may be mutually agreed upon. In exchange for these services, the M&A Services Agreement provided that the Company would pay RCS a transaction fee equal to 1.1% of the total gross proceeds raised in the initial public offering. This fee would be payable upon consummation of an initial business combination out of the proceeds of the Trust Account released to the Company. The M&A Services Agreement also provided that the Company would reimburse RCS for reasonable out-of-pocket expenses, 59

44AXAR ACQUISITION CORP.

~~Table~~INDEX ofTO ~~Contents~~FINANCIAL STATEMENTS

irrespective of whether an initial business combination was consummated, and in the event that the Company failed to complete an initial business combination within 24 months from the closing of the initial public offering, such out-of-pocket expenses would not be paid out of the Trust Account. The M&A Services Agreement could be terminated by either party at any time with or without cause. On January 22, 2016, due to the exigent circumstances publicly announced by RCS’s parent company, including but not limited to its stated intention to file for Chapter 11 bankruptcy protection and shut down all of its businesses other than its retail advisor platform by the end of January 2016 (which bankruptcy filing did subsequently occur on January 31, 2016), which resulted in RCS’s inability to provide the services contemplated by the M&A Services Agreement, the Company provided notice of termination for cause.

	Page

Report of Independent Registered Public Accounting Firm	F-2

Balance Sheets as of December 31, 2016 and 2015	F-4

Statements of Operations for the years ended December 31, 2016 and 2015	F-5

Statement of Changes in Stockholders’ Equity for the years ended December 31, 2016 and 2015	F-6

Statements of Cash Flows for the years ended December 31, 2016 and 2015	F-7

Notes to Financial Statements	F-8

~~Compensation~~REPORT ~~Reimbursement~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

OnTo ~~October 1, 2014,~~ the ~~Company~~Board ~~entered into an agreement to pay the Sponsor an amount not to exceed $15,000 per month as reimbursement for a portion~~ of ~~the~~Directors ~~compensation~~and ~~paid~~Stockholders ~~to its personnel, including certain~~ of the Company’s officers who work on the Company’s behalf, commencing on the date the Company’s securities are first listed on NASDAQ (the "Compensation Reimbursement Agreement"). Upon the earlier of the completion of the initial business combination or the Company’s liquidation, the Company will cease paying these monthly fees.

~~Fees~~Axar ~~paid~~Acquisition ~~in Connection with Operations of the Company~~Corp.

~~During~~We have audited the ~~year~~accompanying ~~ended~~balance sheet of Axar Acquisition Corp. (the “Company”), as of December 31, ~~2015~~2016, and ~~for~~ the ~~period~~related ~~from~~statements ~~July~~of 25operations, changes ~~2014~~in ~~(inception)~~stockholders’ ~~through~~equity and cash flows for the year ended December 31, ~~2014,~~2016. These financial statements are the ~~Company~~responsibility of ~~incurred~~the ~~$66,832~~Company’s ~~and~~management. ~~$7,162,~~Our ~~respectively,~~responsibility ofis ~~related~~to ~~party~~express ~~legal~~an ~~costs~~opinion inon ~~connection~~these ~~with~~financial ~~the~~statements ~~operations~~based ofon ~~the~~our ~~Company~~audit.

~~Registration~~We ~~Rights~~conducted ~~Agreement~~our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~The~~In ~~holders~~our ~~of the Founder Shares~~opinion, ~~Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans (and any shares of common stock issuable upon~~ the ~~exercise~~financial of the Private Placement Warrants and Warrants that may be issued upon conversion of working capital loans) are entitled to registration rights pursuant to a registration rights agreement signed on October 1, 2014 (the "Registration Rights Agreement"). The holders of the majority of these securities are entitled to make up to three demands, excluding short form demands, that the Company register such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements referred ~~filed subsequent~~ to ~~the~~above ~~Company’s~~present ~~completion of the initial business combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. However~~fairly, the Registration Rights Agreement provides that the Company will not permit any registration statement filed under the Securities Act to become effective until termination of the applicable lock-up period, which occurs (a) in ~~the~~all ~~case~~material ~~of the Founder Shares~~respects, ~~one year after~~ the ~~date~~financial ofposition ~~the consummation~~ of ~~the~~Axar ~~initial~~Acquisition ~~business combination or earlier if, subsequent to the initial business combination, (i) the last sale price of the Company’s common stock equals or exceeds $12~~Corp.~~00 per~~ ~~share (~~as ~~adjusted~~of ~~for~~December ~~stock splits~~31, ~~stock dividends~~ 2016, ~~reorganizations~~ and ~~recapitalizations) for any 20 trading days within any 30-trading day period commencing at least 150 days after~~ the ~~initial business combination, or (ii) the Company consummates a subsequent liquidation, merger, stock exchange or other similar transaction which~~ results ~~in all~~ of its ~~stockholders~~operations ~~having~~and ~~the~~its ~~right~~cash toflows ~~exchange their shares of common stock~~ for ~~cash, securities or other property and (b) in~~ the ~~case~~year ofended ~~the~~December ~~Private~~31, ~~Placement Warrants and the respective common stock underlying such Warrants~~2016, ~~30 days~~ ~~after~~in ~~the~~accordance ~~completion~~with ofaccounting principles ~~the~~generally ~~initial~~accepted ~~business combination. The Company will bear the expenses incurred~~ in ~~connection with~~ the ~~filing~~United States of ~~any such registration statements~~America.

~~Other~~The ~~Potential~~accompanying ~~Conflicts~~financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company will cease all operations, except for the purpose of winding up, redeem all public shares outstanding and dissolve and liquidate in the event that the Company does not consummate an initial business combination by October 1, 2017. This condition raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~After~~/s/ ~~our initial business combination~~WithumSmith+Brown, members of our management team who remain with us may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive and director compensation.PC

~~You~~Morristown, ~~should~~New ~~also be aware of the following other potential conflicts of interest:~~Jersey

•March ~~Each of our officers and directors may become involved with subsequent blank check companies similar to our Company~~13, although they have agreed not to participate in the formation of, or become an officer or director of, any blank check company that is formed in the United States until we have entered into a definitive agreement regarding2017

45F-2

~~Table~~Report of ~~Contents~~Independent Registered Public Accounting Firm

~~our~~The ~~initial~~Board ~~business combination or we have failed to complete our initial business combination within 24 months after the closing~~ of ~~our~~Directors ~~initial~~and ~~public offering.~~Stockholders

•Axar ~~None~~Acquisition of our officers or directors is required to commit any specific minimum amount of time to our affairs and, accordingly, may have conflicts of interest in allocating his or her time among various business activitiesCorp.:

•We Inhave audited the ~~course~~accompanying balance sheet of ~~their~~Axar ~~other~~Acquisition ~~business~~Corp. ~~activities~~(formerly, ~~our~~AR ~~officers~~Capital ~~and~~Acquisition ~~directors~~Corp.) ~~may~~(the ~~become~~“Company”) ~~aware~~as of ~~investment~~December ~~and~~31, ~~business~~2015, ~~opportunities~~and the ~~that~~related ~~may~~statements beof ~~appropriate~~operations, ~~for~~changes ~~presentation~~in tostockholders’ usequity, asand ~~well~~cash asflows for the ~~other~~year ~~entities~~ended ~~with~~December ~~which~~31, ~~they are affiliated~~2015. These ~~Our~~financial ~~management~~statements ~~may~~are ~~have~~the ~~conflicts~~responsibility of ~~interest~~the inCompany’s ~~determining~~management. Our responsibility is to ~~which~~express ~~entity~~an aopinion on ~~particular~~these ~~business~~financial ~~opportunity~~statements ~~should~~based beon ~~presented~~our audit.

•We ~~Our~~conducted ~~Sponsor purchased Founder Shares prior to~~ our ~~initial~~audit ~~public offering. Our Sponsor also purchased Private Placement Warrants~~ in aaccordance ~~transaction that closed simultaneously~~ with the ~~closing~~standards of ~~our~~the ~~initial public offering. Our Sponsor has agreed to waive its redemption rights with respect to its Founder Shares and~~ Public ~~Shares~~Company inAccounting ~~connection~~Oversight ~~with~~Board ~~the~~(United ~~consummation of our initial business combination~~States). ~~Additionally,~~Those ~~our~~standards ~~Sponsor~~require ~~has~~that ~~agreed to waive its redemption rights with respect to its Founder Shares if~~ we ~~fail~~plan toand ~~consummate our initial business combination within 24 months after~~ perform the ~~closing~~audit ofto ~~our~~obtain ~~initial~~reasonable ~~public~~assurance ~~offering.~~about Ifwhether ~~we do not complete our initial business combination within such applicable time period,~~ the ~~proceeds~~financial ofstatements ~~the~~are ~~sale~~free of ~~the~~material ~~Private Placement Warrants will be used to fund the redemption of our Public Shares, and the Private Placement Warrants will expire worthless~~misstatement. OnAn ~~October~~audit 1includes examining, 2014, the Founder Shares were placed into an escrow account maintained in New York, New York by Continental Stock Transfer & Trust Company, acting as escrow agent. Subject to certain limited exceptions, these shares will not be transferred, assigned or sold until released from escrow on ~~the~~a ~~date~~test ~~that is one year after the date of the consummation of our initial business combination or earlier if~~basis, ~~subsequent~~evidence tosupporting ~~our business combination, (i)~~ the ~~last~~amounts ~~sale price of our common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations~~ and ~~recapitalizations)~~disclosures for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination or (ii) we consummate a subsequent liquidation, merger, stock exchange or other similar transaction which results in ~~all of our stockholders having~~ the ~~right~~financial ~~to exchange their shares of common stock for cash, securities or other property~~statements. ~~With~~An ~~certain~~audit ~~limited~~also ~~exceptions,~~includes assessing the ~~Private~~accounting ~~Placement~~principles ~~Warrants~~used and ~~the~~significant ~~common~~estimates ~~stock~~made ~~underlying~~by ~~such Warrants will not be transferable~~management, ~~assignable~~as orwell ~~saleable~~as ~~until~~evaluating ~~30 days after~~ the ~~completion~~overall offinancial statement ~~our~~presentation. ~~initial~~We ~~business~~believe ~~combination.~~that ~~Accordingly,~~ our ~~officers~~audit ~~and~~provides ~~directors who directly or indirectly own Founder Shares or Private Placement Warrants may have~~ a ~~conflict~~reasonable ofbasis ~~interest~~for ~~in determining whether a particular target business is an appropriate business with which to effectuate~~ our ~~initial business combination~~opinion.

•In ~~Our~~our ~~officers~~opinion, ~~and~~the ~~directors~~financial ~~may~~statements referred ~~have~~to aabove ~~conflict~~present offairly, ~~interest~~in ~~with~~all ~~respect~~material torespects, ~~evaluating~~the afinancial ~~particular~~position ~~business~~of ~~combination if~~ the ~~retention~~Company oras ~~resignation~~ of ~~any~~December ~~such~~31, ~~officers~~2015, and the ~~directors~~results ~~was~~of ~~included~~its byoperations aand ~~target~~its ~~business~~cash asflows afor ~~condition~~the toyear ~~any~~ended ~~agreement~~December ~~with~~31, ~~respect~~2015, toin ~~our~~conformity ~~initial~~with ~~business~~U.S. ~~combination~~generally accepted accounting principles.

The ~~conflicts~~accompanying ~~described~~financial ~~above~~statements ~~may~~have been ~~not~~prepared beassuming ~~resolved~~the Company will continue as a going concern. As discussed in ~~our~~Note ~~favor~~2 to the December 31, 2015 financial statements, the Company will cease all operations, except for the purpose of winding up, redeem all public shares outstanding and dissolve and liquidate in the event that the Company does not consummate an initial business combination by October 7, 2016. This condition raises substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

In/s/ ~~general,~~KPMG ~~officers and directors of a corporation incorporated under the laws of the State of Delaware are required to present business opportunities to a corporation if:~~LLP

•New ~~the~~York, ~~corporation~~New ~~could financially undertake the opportunity;~~York

•February ~~the~~19, ~~opportunity is within the corporation’s line of business; and~~2016

~~• it would not be fair to the corporation and its stockholders for the opportunity not to be brought to the attention of the corporation.~~F-3

~~Furthermore,~~AXAR ~~our~~ACQUISITION amended and restated certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to any of our officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have now or in the futureCORP.

~~Director~~BALANCE ~~Independence~~SHEETS

NASDAQ listing standards require that a majority of our board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship which in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. Our board of directors has determined that Mr. Gong, Ms. Perrotty and Dr. Froehlich are “independent directors,” as defined in the NASDAQ listing standards and applicable SEC rules.

	As of December 31,
	2016			2015
Assets
Current assets:
Cash and cash equivalents	$	200,003		$	700,873
Prepaid expenses and other assets		100,120			-
Accounts receivable		-			2,817
Total current assets		300,123			703,690
Non-current assets:
Cash and marketable securities held in Trust Account		25,072,751			240,018,972
Total assets	$	25,372,874		$	240,722,662

Liabilities and Stockholders' Equity
Current liabilities:
Accrued expenses and accounts payable	$	45,409		$	135,937
Due to affiliates		-			63,919
Loan from related party		700,000			-
Franchise tax payable		-			116,877
Total current liabilities		745,409			316,733
Deferred underwriting commissions and advisory fees		5,760,000			8,400,000
Total liabilities		6,505,409			8,716,733

Commitments
Common stock subject to possible redemption; 1,386,746 and 22,700,592 shares (at redemption value of approximately $10.00 per share) as of December 31, 2016 and 2015, respectively		13,867,460			227,005,919

Stockholders’ Equity:
Perferred stock, $0.0001 par value, 1,000,000 authorized, none issued and oustanding		-			-
Common stock, $0.0001 par value, 19,000,000 and 400,000,000 shares authorized; 7,119,365 and 7,299,408 shares issued and outstanding (excluding 1,386,746 and 22,700,592 shares subject to possible redemption) at December 31, 2016 and 2015, respectively		712			730
Additional paid-in capital		7,745,492			6,276,986
Accumulated deficit		(2,746,199	)		(1,277,706	)
Total stockholders' equity		5,000,005			5,000,010
Total liabilities and stockholders' equity	$	25,372,874		$	240,722,662

~~Related~~The ~~Party~~accompanying ~~Policy~~notes are an integral part of these financial statements.

46F-4

~~Table~~AXAR ofACQUISITION ~~Contents~~CORP.

~~Prior~~STATEMENTS toOF the consummation of our initial public offering, we adopted a code of ethics requiring us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our code of ethics, conflict of interest situations will include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the Company. A form of the code of ethics that we plan to adopt prior to the consummation of our initial public offering is filed as an exhibit to the registration statement relating to our initial public offering.

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