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8-K - FORM 8-K - L&L Acquisition Corp. | y04261e8vk.htm |
Exhibit 99.1
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Report of Independent Registered Public Accounting Firm |
F-2 | |||
Financial Statements |
||||
Consolidated Balance Sheet |
F-3 | |||
Consolidated Statement of Operations |
F-4 | |||
Consolidated
Statement of Changes in Stockholders Equity |
F-5 | |||
Consolidated Statement of Cash Flows |
F-6 | |||
Notes to Consolidated Financial Statements |
F-7 |
Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of
L&L Acquisition Corp. (a development stage company)
L&L Acquisition Corp. (a development stage company)
We have audited the accompanying consolidated balance sheet of L&L Acquisition Corp. and Subsidiary (a development stage
company) (the Company) as of November 29, 2010 and
the related consolidated statements of operations, changes in stockholders equity, and cash flows for the period from July 26, 2010 (date of inception) to
November 29, 2010. These consolidated financial statements are the responsibility of the Companys management.
Our responsibility is to express an opinion on these consolidated financial statements based on our audit.
We conducted 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. The
Company is not required to have, nor were we engaged to perform, an audit
of its internal control over financial reporting. 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
Companys internal control over financial reporting. Accordingly, we express no such opinion. An
audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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.
In our opinion, the consolidated financial statements referred to above present fairly, in all material
respects, the financial position of L&L Acquisition Corp. and Subsidiary (a development stage company) as of
November 29, 2010, and the results of its operations and its cash flows for the period from July
26, 2010 (date of inception) to November 29, 2010, in conformity with accounting principles
generally accepted in the United States of America.
/s/ Rothstein, Kass & Company, P.C.
Roseland, New Jersey
December 3, 2010
December 3, 2010
F-2
L&L
Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
CONSOLIDATED
BALANCE SHEET
November 29, | ||||
2010 | ||||
ASSETS |
||||
Current assets |
||||
Cash |
$ | 1,037,820 | ||
Restricted cash held in trust |
40,400,000 | |||
Total assets |
$ | 41,437,820 | ||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||
Current Liabilities |
||||
Accrued expenses |
$ | 128,432 | ||
Deferred underwriting compensation |
331,300 | |||
Deferred legal fees relating to the offering |
100,000 | |||
Due to
Sponsor |
260,000 | |||
Notes payable, stockholders |
75,000 | |||
Total liabilities |
894,732 | |||
Common stock
subject to possible redemption, 3,480,000 shares (at redemption value) |
35,148,000 | |||
Commitments |
| |||
Stockholders equity |
||||
Common
stock, $.0001 par value, 100,000,000 shares authorized; 5,150,000
shares issued and outstanding (3,480,000 shares subject to possible
redemption) |
515 | |||
Additional paid-in capital |
5,404,719 | |||
Deficit accumulated during development stage |
(10,146 | ) | ||
Total stockholders equity |
5,395,088 | |||
Total liabilities and stockholders equity |
$ | 41,437,820 | ||
The
accompanying notes are an integral part of these consolidated financial statements.
F-3
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
CONSOLIDATED
STATEMENT OF OPERATIONS
For the period from July 26, 2010 (date of inception) to November 29, 2010
For the period from July 26, 2010 (date of inception) to November 29, 2010
Revenue |
$ | | ||
General and administrative expenses |
10,146 | |||
Loss from operations |
(10,146 | ) | ||
Interest and dividend income |
| |||
Loss before provision for income taxes |
(10,146 | ) | ||
Provision for income taxes |
| |||
Net loss attributable to other common stockholders |
$ | (10,146 | ) | |
Weighted average number of common shares outstanding |
1,450,886 | |||
Basic and diluted net income per share attributable to other stockholders |
$ | (0.01 | ) | |
The
accompanying notes are an integral part of these consolidated financial statements.
F-4
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
CONSOLIDATED
STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
For the period from July 26, 2010 (date of inception) to November 29, 2010
For the period from July 26, 2010 (date of inception) to November 29, 2010
Deficit | ||||||||||||||||||||
Accumulated | ||||||||||||||||||||
Common Stock | Additional | During | Total | |||||||||||||||||
Amount | Paid-in | Development | Stockholders | |||||||||||||||||
Shares | $.0001 par | Capital | Stage | Equity | ||||||||||||||||
Sale of common stock issued to initial stockholders
on July 28, 2010 at $.017 per share |
1,437,500 | $ | 144 | $ | 24,856 | $ | | $ | 25,000 | |||||||||||
Forfeiture of common stock issued to initial
stockholders on November 22, 2010 |
(287,500 | ) | (29 | ) | 29 | |||||||||||||||
Sale of 4,000,000 units, net of underwriters
discount and offering expenses (including
3,480,000 shares subject to possible redemption) |
4,000,000 | 400 | 38,247,834 | 38,248,234 | ||||||||||||||||
Net proceeds subject to possible redemption
of 3,480,000 shares |
(35,148,000 | ) | (35,148,000 | ) | ||||||||||||||||
Sale of private placement warrants |
2,280,000 | 2,280,000 | ||||||||||||||||||
Net loss attributable to common stockholders
not subject to possible redemption |
| | | (10,146 | ) | (10,146 | ) | |||||||||||||
Balance, November 29, 2010 |
5,150,000 | $ | 515 | $ | 5,404,719 | $ | (10,146 | ) | $ | 5,395,088 | ||||||||||
The
accompanying notes are an integral part of these consolidated financial statements.
F-5
L&L
Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
CONSOLIDATED
STATEMENT OF CASH FLOWS
For the period from July 26, 2010 (date of inception) to November 29, 2010
For the period from July 26, 2010 (date of inception) to November 29, 2010
Net Cash Used in Operating Activities |
$ | (10,146 | ) | |
Cash Flows from Investing Activities |
||||
Cash held in trust account |
(40,400,000 | ) | ||
Cash Flows from Financing Activities |
||||
Proceeds from notes payable, stockholders |
75,000 | |||
Proceeds from issuance of stock to initial stockholders |
25,000 | |||
Proceeds from public offering |
40,000,000 | |||
Proceeds from issuance of warrants |
2,280,000 | |||
Payment of offering costs |
(1,192,034 | ) | ||
Advance from
sponsor |
260,000 | |||
Net cash provided by financial activities |
41,447,966 | |||
Net increase in cash |
1,037,820 | |||
Cash at beginning of the period |
| |||
Cash at end of the period |
$ | 1,037,820 | ||
Supplemental Disclosure of Cash Flow Information: |
||||
Cash paid for taxes |
$ | | ||
Supplemental Schedule of Non-cash Financial Activities: |
||||
Accrual for offering costs |
$ | 128,432 | ||
Deferred underwriters compensation |
$ | 331,300 | ||
Deferred legal fees related to the offering |
$ | 100,000 |
The
accompanying notes are an integral part of the consolidated financial statements.
F-6
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the period July 26, 2010 (date of inception) to November 29, 2010
For the period July 26, 2010 (date of inception) to November 29, 2010
1. Description of Organization and Business Operations
L&L Acquisition Corp. and Subsidiary (the Company), a corporation in the development stage, was incorporated in
the Delaware on July 26, 2010. The Company was formed for the purposed of acquiring, through a
merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable
share transaction or other similar business transaction, one or more operating businesses or assets
that we have not yet identified (Business Combination). The Company has neither engaged in any
operations nor generated significant revenue to date with the exception of interest income. The
Company is considered to be in the development stage as defined in FASB Accounting Standard
Codification, or ASC 915, Development Stage Entities, and is subject to the risks associated with
activities of development stage companies. The Company has selected December 31 as its fiscal
year end.
At November 29, 2010, the Company had not commenced any operations. All activity through November
29, 2010 relates to the Companys formation and initial public offering described below.
The registration statement for the Offering was declared effective on November 23, 2010. The Company
consummated the Offering on November 29, 2010 and received net proceeds of approximately $38,247,834,
before deducting deferred underwriting compensation of $1,000,000 and includes $200,000 received
for the purchase of 266,667 warrants by the underwriters. The Companys management has broad
discretion with respect to the specific application of the net proceeds of the Offering, although
substantially all of the net proceeds of the Offering are intended to be generally applied toward
consummating a Business Combination. Furthermore, there is no assurance that the Company will be
able to successfully affect a Business Combination.
Upon the closing of the Offering and the private placement of warrants, $40,400,000 was placed in a
trust account (Trust Account) and invested in U.S. government securities, within the meaning of
Section 2(a)(16) of the Investment Company Act of 1940 (the 1940 Act) with a maturity of 180 days
or less, or in money market funds meeting certain conditions under Rule 2a-7 promulgated under the
1940 Act, until the earlier of (i) the consummation of a Business Combination or (ii) the
distribution of the Trust Account as described below.
The Company, after signing a definitive agreement for the acquisition of one or more target
businesses or assets, will not submit the transaction for stockholder approval, unless otherwise
required by law. The Company will proceed with a Business Combination if it is approved by the
board of directors. Only in the event that the Company is required to seek stockholder approval in
connection with its initial Business Combination, will it proceed with a Business Combination only
if a majority of the outstanding shares of common stock voted are voted in favor of the Business
Combination. In connection with such a vote, if a Business Combination is approved and completed,
stockholders that vote against the Business Combination and elect to put their shares of common
stock back to the Company for cash will be entitled to receive their pro-rata portion of the Trust
Account as follows: (i) public stockholders voting against the Business Combination and electing to
put shares of common stock to the Company shall be entitled to receive a per share pro rata portion
of the Trust Account excluding interest and net of franchise and income taxes payable and (ii)
public stockholders voting in favor of the Business Combination and electing to put shares of
common stock to us shall be entitled to receive a per share pro rata portion of the Trust Account
together with interest thereon but net of franchise and income taxes payable. These shares of
common stock will be recorded at a fair value and classified as temporary equity upon the
completion of the Proposed Offering, in accordance with ASC 480. John L. Shermyen, LLM Structured
Equity Fund L.P., and LLM Investors L.P. (the Sponsors) and John A. Svahn, E. David Hetz, Alan W.
Pettis, William A. Landman, Diane M. Daych, Mitchell Eisenberg, M.D. and Alan R. Hoops (the
Assignees and, collectively with the Sponsors, the initial stockholders) have agreed, in the
event the Company is required to seek stockholder approval of its Business Combination, to vote
their initial shares in accordance with the majority of the votes cast by the public stockholders
and to vote any public shares purchased during or after the offering in favor of our initial
business combination. The initial stockholders have also agreed to vote shares of common stock
acquired by them in this offering or in the aftermarket in favor of a Business Combination
submitted to the Companys stockholders for approval.
F-7
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
For the period July 26, 2010 (date of inception) to November 29, 2010
For the period July 26, 2010 (date of inception) to November 29, 2010
1. Description of Organization and Business Operations (Continued)
The Companys Sponsors, officers and directors have agreed that the Company will only have 18
months from November 23, 2010, the date of the prospectus for
the Offering, to consummate its initial Business Combination. If the
Company does not consummate a Business Combination within such 18 month period, it shall (i) cease
all operations except for the purposes of winding up, (ii) as promptly as reasonably possible, but
not more than two business days thereafter, redeem 100% of its public shares for cash equal to
their pro rata share of the aggregate amount then on deposit in the trust account (including
interest), less franchise and income taxes payable, 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 subject to the requirement that any refund
of income taxes that were paid from the trust account which is received after the redemption shall
be distributed to the former public stockholders, and (iii) as promptly as reasonably possible
following such redemption, subject to the approval of the Companys remaining stockholders and our
board of directors, dissolve and liquidate the balance of the Companys net assets to its remaining
stockholders, subject in each case to our obligations under Delaware law to provide for claims of
creditors and the requirements of other applicable law. The initial stockholders have waived their
rights to participate in any redemption with respect to their initial shares. However, the
initial stockholders acquired shares of common stock in the Offering,
entitling them to a pro rata share of the Trust Account upon the Companys redemption or liquidation in
the event the Company does not consummate a Business Combination within the required time period.
In the event of such distribution, 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 Offering.
2. Summary of Significant Accounting Policies
Basis of presentation
The
accompanying consolidated financial statements are presented in U.S. dollars in conformity with accounting
principles generally accepted in the United States of America and pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC).
Principles
of Consolidation
The
Companys consolidated financial statements include the accounts
of L&L Acquisition Corp. and its wholly-owned subsidiary,
L&L Acquisition Securities Corp. (the Subsidiary).
All significant intercompany balances and transactions have been
eliminated in consolidation.
Development stage company
The Company complies with the reporting requirements of FASB ASC 915, Development Stage
Entities. At November 29, 2010, the Company has not commenced any operations nor generated
revenue to date. All activity through November 29, 2010 relates to the Companys formation and the Offering. Following such offering, the Company will not generate any operating revenues
until after completion of a Business Transaction, at the earliest. The Company will generate
non-operating income in the form of interest income on the designated Trust Account after the Offering.
Net loss per common share
The Company complies with accounting and disclosure requirements of FASB ASC 260, Earnings Per
Share. Net loss per common share is computed by dividing net loss applicable to common
stockholders by the weighted average number of common shares outstanding for the period. At
November 29, 2010, the Company did not have any dilutive securities and other contracts that could,
potentially, be exercised or converted into common stock and then share in the earnings of the
Company. As a result, diluted loss per common share is the same as basic loss per common share for
the period.
Concentration
of credit risk
Financial instruments that potentially subject the Company to concentration of credit risk consist
of cash accounts in a financial institution which, at times may exceed the Federal depository
insurance coverage of $250,000, only until 2013 and then reverts back to $100,000. The Company has
not experienced losses on these accounts and management believes the Company is not exposed to
significant risks on such accounts.
F-8
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
For the period July 26, 2010 (date of inception) to November 29, 2010
For the period July 26, 2010 (date of inception) to November 29, 2010
2. Summary of Significant Accounting Policies (Continued)
Fair value of financial instruments
The fair value of the Companys assets and liabilities, which qualify as financial instruments
under FASB ASC 820, Fair Value Measurements and Disclosures, approximates the carrying amounts
represented in the balance sheet due to their short-term nature.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. generally accepted accounting
principles 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 revenues and expenses during the reporting period.
Actual results could differ from those estimates.
Income taxes
The Company complies with the accounting and reporting requirements of 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. Valuation allowances are established, when
necessary, to reduce deferred tax assets to the amount expected to be realized.
There were no unrecognized tax benefits as of November 29, 2010. ASC 740 prescribes a
recognition threshold and a measurement attribute for the financial statement recognition and
measurement of tax positions taken or expected to be taken in a tax return. For those benefits to
be recognized, a tax position must be more-likely-than-not to be sustained upon examination by
taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized
tax benefits as income tax expense. No amounts were accrued for the payment of interest and
penalties at November 29, 2010. The Company is currently not aware of any issues under review that
could result in significant payments, accruals or material deviation from its position. The
adoption of the provisions of ASC 740 did not have a material impact on the Companys financial
position and results of peroration and cash flows as of and for the period July 26, 2010 (date of
inception) to November 29, 2010.
Recently issued accounting standards
In January 2010, the FASB issued Fair Value Measurements and Disclosures (Topic 820): Improving
Disclosures about Fair Value Measurements, which provides guidance on how investment assets and
liabilities are to be valued and disclosed. Specifically, the amendment requires reporting entities
to disclose (i) the input and valuation techniques used to measure fair value for both recurring
and nonrecurring fair value measurements, for Level 2 or Level 3 positions, (ii) transfers between
all levels (including Level 1 and Level 2) will be required to be disclosed on a gross basis (i.e.
transfers out must be disclosed separately from transfers in) as well as the reason(s) for the
transfers and (iii) purchases, sales, issuances and settlements must be shown on a gross basis in
the Level 3 rollforward rather than as one net number. The effective date of the amendment is for
interim and annual periods beginning after December 15, 2009. However, the requirement to provide
the Level 3 activity for purchases, sales, issuances and settlements on a gross basis will be
effective for interim and annual periods beginning after
December 15, 2010. The adoption of the amendment did not have a material impact on the Companys
condensed interim financial statements.
Management does not believe that any other recently issued, but not yet effective, accounting
pronouncements, if currently adopted, would have a material effect on the Companys financial
statements.
F-9
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
For the period July 26, 2010 (date of inception) to November 29, 2010
For the period July 26, 2010 (date of inception) to November 29, 2010
3. Initial Public Offering
On November 29, 2010, the Company sold to the public 4,000,000 units at $10 per unit (Units).
Each Unit consists of one share of the Companys common stock, $0.0001 par value, and one
redeemable common stock purchase warrant (Warrant). Each Warrant will entitle the holder to
purchase from the Company one share of common stock at an exercise price of $11.50 commencing on
the later of (a) 30 days after the completion of a Business Combination or (b) one year from
November 23, 2010, the
date of the prospectus for the Offering, and will expire five years from the consummation of the
Business Combination. The Warrants will be redeemable by the Company at a price of $0.01 per
Warrant upon 30 days prior notice after the Warrants become exercisable, only in the event that the
last sale price of the common stock is at least $17.50 per share for any 20 trading days within a
30-trading day period ending on the third business day prior to the date on which notice of
redemption is given.
4.
Related Party Transactions
The Company issued a $37,500 unsecured promissory note each to John L. Shermyen and LLM Structured
Equity Fund L.P. on July 29, 2010. The notes are non-interest bearing and are payable on the
earlier of June 30, 2011 or November 29, 2010, the date of consummation of the Offering. Due to the short-term nature
of the notes, the fair value of the notes approximates their carrying amount of $75,000.
In July 2010, John L. Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P.
purchased an aggregate of 1,437,500 shares of our common stock, for an aggregate purchase price of
$25,000, or approximately $0.0174 per share. Subsequently, on November 22, 2010, each of John L.
Shermyen, LLM Structured Equity Fund L.P. and LLM Investors L.P. returned to us an aggregate of
287,500 of such initial shares, which we have cancelled. These shares are referred to as the
initial shares and consist of (i) 511,111 shares (up to 66,667 of which will be forfeited if the
underwriters over-allotment option is not exercised in full) which will be held in escrow until
the first anniversary of our initial Business Combination and (ii) 638,889 shares (up to 83,333 of
which will be forfeited if the underwriters over-allotment option is not exercised in full) which
will be held in escrow and forfeited on the fifth anniversary of our initial Business Combination
unless, prior to such time, either (x) the last sales price of our stock equals or exceeds $18.00
per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and
the like) for any 20 trading days within any 30-trading day period or (y) a transaction is
consummated following our initial Business Combination in which all stockholders have the right to
exchange their common stock for cash consideration which equals or exceeds $18.00 per share.
Subsequent to the purchase of these shares, (i) John L. Shermyen transferred at cost an aggregate
of 58,219 of these shares to William A. Landman and Mitchell Eisenberg, each of whom is a member of
our advisory board, and Alan W. Pettis, E. David Hetz and Diane M. Daych, each of whom is a
director, (ii) LLM Investors L.P. transferred at cost an aggregate of 2,197 of these shares to E.
David Hetz and Diane M. Daych and (iii) LLM Structured Equity Fund L.P. transferred at cost an
aggregate of 56,022 of these shares to Alan R. Hoops, a member of our advisory board, John A.
Svahn, a director, E. David Hetz and Diane M. Daych. The Companys initial stockholders have contractually
agreed with the Company that they will have no ability to vote any of the 638,889 shares being held
in escrow until such time, if ever, that such shares are released to them.
The Sponsors, certain of the Companys directors and advisors and the underwriters purchased, in a
private placement, 3,040,000 Warrants prior to the Offering at a price of $0.75 per
warrant (a purchase price of $2,280,000) from the Company. Based on the observable market prices,
the Company believes that the purchase price of $0.75 per warrant for such Warrants exceeds the
fair value of such Warrants on the date of the purchase. The valuation is based on comparable
initial public offerings by previous blank check companies. The holders have agreed that such
Warrants will not be sold or transferred until 30 days following consummation of a Business
Combination, subject to certain limited exceptions. If the
Company does not complete a Business Combination, then the proceeds will be part of the liquidating
distribution to the public stockholders and the Warrants issued to such holders will expire
worthless. The Company intends to classify the private placement Warrants within permanent equity
as additional paid-in capital in accordance with ASC 815.
F-10
L&L Acquisition Corp. and Subsidiary
(a development stage company)
(a development stage company)
NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS
For the period July 26, 2010 (date of inception) to November 29, 2010
For the period July 26, 2010 (date of inception) to November 29, 2010
4.
Related Party Transactions (Continued)
In connection with the Offering, the Sponsors purchased 586,400 Units at $10 per Unit on November 29, 2010.
Also in connection with the Offering,
LLM Structured Equity Fund L.P. advanced the Company $260,000 on November 29, 2010.
This advance was paid back to LLM Structured Equity Fund L.P. by the Company on
November 30, 2010.
Commencing on the November 29, 2010, the Company plans to enter into an Administrative
Services Agreement with LLM Capital Partners LLC for an aggregate monthly fee of $7,500 for office
space, secretarial, and administrative services. This agreement will expire upon the earlier of:
(a) the successful completion of the Companys Business Combination, (b) 18 months from November 23, 2010, the date of
the prospectus for the Offering, or (c) the date on which the Company is dissolved and
liquidated.
The initial stockholders will be entitled to registration rights pursuant to a registration rights
agreement to be signed on or before November 23, 2010, the date of the prospectus for the Offering. The
initial stockholders will be entitled to demand registration rights and certain piggy-back
registration rights with respect to their shares of common stock, the Warrants and the common stock
underlying the Warrants, commencing on the date such common stock or Warrants are released from
escrow. The Company will bear the expenses incurred in connection with the filing of any such
registration statements.
5. Commitments
The Company granted the underwriters a 45-day option to purchase up to 600,000 additional Units to
cover the over-allotment at the initial public offering price less the underwriting discounts and
commissions.
The underwriters will be entitled to two and one half percent (2.5%) of the funds released from the
Trust Account to the Company or the target upon closing of Business Combination, which shall be paid as a
placement fee to Morgan Joseph LLC or such other firms, if any, who are instrumental in advising
the Company with respect to the completion of a Business Combination.
6. Income Taxes
The components of the Companys deferred tax asset is approximately as follows:
Net operating loss carry-forward |
$ | 4,000 | ||
Less, valuation allowance |
(4,000 | ) | ||
$ | |
F-11