Another blank check company, China Pacific Acquisition Corp. has filed an S-1. The offering is being underwritten by WR Hambrecht & Co., LLC. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in China.
China Pacific Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 7,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to acquire an additional share of common stock at $6.00 per share.
Underwriter: WR Hambrecht & Co., LLC
Corporate sponsors: None
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 9,375,000
Shares to be held by public shareholders: 7,500,000
Shares held by insiders: 1,875,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $60 million
Net proceeds to be held in escrow: $57,000,000 (includes $1.2 million from the sale of warrants to certain affiliates of the insiders, and $1.2 million in commissions deferred by the underwriter). The company may also draw down up to 50% of the interest earned in the trust account to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $9.60
Date of IPO: N/A
Date of original filing: December 28, 2007
Insider shares: 1,875,000 common shares purchased at $.01333. Total proceeds: $25,000.
Restrictions on insider shares and warrants: The common shares shall remain in escrow until 6 months after the consummation of an acquisition, or the liquidation of the company. The warrants are not transferable until after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 1,200,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $1,200,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $1.2 million.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are a recently organized Delaware blank check company formed to serve as a vehicle for the acquisition of an operating business that has its primary operations in the PRC. Our efforts in identifying a prospective target business will not be limited to a particular industry. We are not presently engaged in, and we will not engage in, any substantive commercial business for an indefinite period of time following this offering, and other than attempting to locate a target business we have no plan of operation for the remainder of 2007
Description of principals: Dato’ Sin Just Wong. Dato’ Sin Just Wong has served as our chairman of the board of directors and chief executive officer since June 20, 2007. Mr. Wong has served as the chairman and chief executive officer of SBI e2-Capital Asia Securities Limited, a company he founded in September 1999. He also serves as Director and Chief Investment Officer of SBI e2-Capital Asset Management Limited since its formation in August 2006. Since April 2000, Mr. Wong has also served as executive co-chairman of e2-Capital (Holdings) Limited. From April 2001 to April 2007, Mr. Wong has served as Chief Executive Officer of Softbank Investment International Strategic Limited, a company listed on the Hong Kong Stock Exchange. Since August 2001, Mr. Wong has served as a member of the board of Softtech, which manages the Hong Kong Government Innovation and Technology Council Applied Research Fund. Since September 2007, Mr. Wong has served as the Chairman of Suncorp Technologies Limited, a company listed on the Hong Kong Stock Exchange. Since January 2007, Mr. Wong has served as Vice-Chairman of China Renji Medical Group Limited, a listed company which operates and manages a network of medical centers in China specializing in the treatment and diagnosis of cancer. Since January 2006, Mr. Wong has served as a council member of the Better Hong Kong Foundation, a community foundation actively involved in promoting Hong Kong and China to the outside world. Mr. Wong’s other non-executive directorship of companies listed on the Hong Kong Stock Exchange include Capital Strategic Limited, China.com Inc. and China Zenith Chemical Group Ltd. Mr. Wong holds a degree of Bachelor Engineering (First Class Honors) from the Imperial College of Science, Technology and Medicine in London and was qualified with the Institute of Chartered Accountants, England and Wales.
Matthew McGovern. Matthew McGovern has served as our chief operating officer since June 2007. Mr. McGovern has served as a managing director of SBI Group since 2001. The SBI Group includes a portfolio of public and private investments and a trading portfolio of short-term financial instruments. These investments include debt and equity structures in companies in Europe, Asia and in the US. He sits on the Board of Directors of Electronic Recyclers International, an SBI Group portfolio company he helped found in 2005. Prior to joining the SBI Group, Mr. McGovern worked with Cap Gemini Ernst & Young’s New Ventures Group, a corporate venture capital portfolio. Mr. McGovern holds a master’s degree in Organizational Behavior and a doctorate in Organizational Development from the College of Organizational Studies at CSPP. Mr. McGovern received his BS from Miami University, in Oxford, Ohio.
SEC filings: sec.gov |
