Special-purpose Acquisition Companies

  • Definition: A corporation formed by private individuals to facilitate investment through an initial public offering. The proceeds are used to buy one or more existing companies.

    (F)R-1 Registration (remove all instructions)

    [align=center][b]Form R-1 filed by [Entity] [date][/b]

    General information[/align]Sponsor(s):
    Price: $10.00
    Sector expertise:
    Buyout target: Unknown

    [align=center]The offering[/align]Securities: #(I1) Units each consisting of 1 [Common-level class], 1 Right to purchase #(I2) interest in the combined entity(I3), and 1 warrant to purchase #(I2) [Common-level class] at NS$ per share(I4)
    Separation: 45th day of trade

    [i]Unit info[/i]
    Underlying securities: #(I1+) [Common-level class], #(I1+) Rights to purchase #(I2) interest in the combined entity(I3), and #(I1+) warrants to purchase #(I2) [Common-level class] at NS$ per share(I4)

    [i]Warrant info[/i]
    Underlying securities: #(I1++) [Common-level class]
    Exercise price: NS$(I5)
    Exercise option: later of 30th day after initial business combination or 12 months of trade
    Twenty-day excess [security] price: NS$
    Expiration date unless exercised: Three years after the effectiveness of this registration statement R-1
    Proposed [venue] symbol(s): [Symbol1] (Common-level class), [Symbol2] (Rights), [Symbol3] (Units), and [Symbol4] (Warrants)

    [align=center]Financials after giving effect to the above offering[/align][i]Balance sheet[/i]
    Working capital (deficit): NS$(N1)
    Total assets: NS$(N1)
    Total liabilities: ----
    Value of [common-level class] subject to possible conversion/tender: NS$(N2)
    Stockholder equity: NS$5,000,000.01+

    [i]Income statement[/i]
    Revenue: NS$0
    Net loss: (NS$) or (NS$ per share)
    (I1): Whole number (+) equal to number of units (++) in proportion to the number of units if fractional
    (I2): May be fractional but never more than one
    (I3): Remove if not offered
    (I4): Add ?full? if acquisition is of fractional common-level security
    (I5): Add "or NS$ per full share" if acquisition is of fractional common-level security

    (N1): Value of [securities] subject to possible conversion/tender plus stockholder's equity
    (N2): Maximum of # [securities] that may be converted at a price of NS$10.20 per share

    Lampoon Ventures Limited

  • Form R-1 filed by Lampoon Ventures Limited 5 March 2015

    General informationUnderwriter: Kirschbaum, Shaughnessy, and Co., LLC
    Price: N$10.00
    Legal proceedings: Asylum Entertainment Corp. (?AEC?) Joint Liquidation Plan (?the plan?) mandated the formation of two trust accounts to oversee the proceeds of their asset sales, AEC Creditors? Trust and Asylum Ventures Trust (?AVT?), our predecessor entity. Grand Royals? Court - Falmouth appointed Ms. Francis Jones (?trustee?), a former stockholder of AEC who?d left the company shortly after its acquisition of Lampoon Publications -which was later renamed Asylum Publications, to oversee AVT, which was founded to hold the monies not needed to repay AEC?s NS$17,500,000 of debt (?excess cash?). According to the plan, AVT?s trustee would only have access to the excess cash to purchase founders shares of AVT?s corporate successor entity after AEC?s final liquidation. Those shares were purchased for a total NS$200,000. Lastly, the plan mandates that we incorporated the day after the plan?s confirmation, which we completed on 24 February 2015, and go public as a special-purpose acquisition company within six months of its effectiveness.
    Buyout target(s): Unknown

    Share capital_Authorized_
    Currently, our authorized share capital consists of unlimited numbers of each ordinary shares and preference shares, the rights, preferences and privileges of which may be designated from time to time by our board of directors.

    Currently, our issued share capital consists of 5,000,000 ordinary shares and 0 preference shares.

    Voting rights
    Each ordinary share is entitled to one vote on all matters upon which ordinary shares may vote. However, votes from a single holder thereof cannot be divided among multiple choices.

    The offering
    Ordinary shares outstanding before offering: 4,000,000 shares
    Ordinary shares offered by us: 16,000,000 shares
    Ordinary shares outstanding after offering: 20,000,000 shares
    Incentive warrants outstanding before offering: 0 warrants
    Incentive warrants offered by us: up to 1,600,000 warrants
    Incentive warrants outstanding after offering: up to 1,600,000 warrants
    Proposed Llandaq symbol: LMPN

    Warrant info
    Publicly-traded: No
    Vesting: One year after the effectiveness of this registration statement R-1
    Underlying securities: 1,600,000 ordinary shares
    Purchase price of underlying shares once vested: NS$9.05 per share
    20-day excess ordinary share price: NS$21.00

    Financials after giving effect to the above offering_Balance sheet_
    Paid-in capital: NS$160,200,000
    Total liabilities: ----
    Working capital/total assets/stockholder equity: NS$153,000,0001

    Income statement
    Revenue: NS$0
    Net loss: (NS$0) or (NS$0.00 per share)
    (1): Paid-in capital less NS$4,000,000 registration fee and NS$3,200,000 underwriters fee

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