Another blank check company, New Asia Partners China I Corp., has filed an S-1. The offering is being underwritten by Landenburg Thalmann & Co., Inc. According to the company, it intends to focus its acquisition efforts on acquiring an operating company in China.
New Partners China I Corp. – STILL IN REGISTRATION
Number of units being offered: 5,000,000
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: Landenburg Thalmann & Co., Inc.
Corporate sponsors: New Asia Partners Limited
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 6,250,000
Shares to be held by public shareholders: 5,000,000
Shares held by insiders: 1,250,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $40 million
Net proceeds to be held in escrow: $39,400,000 (includes $1.7 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 utilize up to $1.25 million of the interest earned in the trust account for working capital to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.88
Date of IPO: N/A
Date of original filing: January 11, 2008
Insider shares: 1,250,000 common shares purchased at $.02. Total proceeds: $25,000.
Restrictions on insider common shares and warrants: The common shares shall remain in escrow until one year after the consummation of an acquisition, or the liquidation of the company. The warrants are not transferable until 30 days after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 1,700,000 warrants (@ $1.00 per warrant) immediately prior to the public offering. The total proceeds of $1,700,000 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 and the underwriter will not receive any of the escrowed proceeds.
Description of business: We are a blank check company organized under the laws of the State of Delaware on November 26, 2007. We were formed with the purpose of acquiring through a merger, stock exchange, asset acquisition or other similar business combination, an operating business, or control of such operating business through contractual arrangements, that has its principal operations located in the People’s Republic of China.
Profiles of principals: Dennis Nguyen has served as our Chairman of the Board and Chief Executive Officer since our inception. Mr. Nguyen is co-chairman of NAP, a Shanghai and Hong Kong-based investment firm which he co-founded in December 2002 and which is focused on assisting Chinese companies access the international capital markets, principally by providing equity capital and corporate finance advisory services. Mr. Nguyen also serves as co-chairman of New Asia Partners Capital Management Limited, a private equity fund management company formed by NAP. Since May 2006, he has served as a director of Wuyi International Pharmaceutical Co. Limited, a Fujian-based pharmaceutical company listed on the Hong Kong Stock Exchange (HKSE:1889.HK). Since December 2005, Mr. Nguyen has been the vice chairman of China Huiyin Group Limited, a Jiangsu-based household appliance and consumer electronics retail chain store operator. Mr. Nguyen was formerly a director of Sino Environmental Technology Group Limited, a Fujian-based environmental waste management company listed on the Singapore Stock Exchange (SGX:Y62.SI), and M Dream China Holdings Limited, a leading mobile games software developer in China. From April 2002 to October 2002, he served as vice president of Daiwa Securities SMBC, where he was responsible for all Greater China investment banking activities. From October 1999 to March 2002, he was associate director-equity capital markets of Credit Agricole Indosuez, where he was responsible for the Taiwan and Hong Kong markets, and from 1998 to 1999, he was manager in the mergers and acquisitions department of Citigroup Inc. Mr. Nguyen holds a Juris Doctor degree from the University of Minnesota Law School and a double bachelor of arts degree in economics and Chinese literature from the University of California. Mr. Nguyen is pursuing a Joint Master of Arts-International Studies at Johns Hopkins University/Nanjing University. Mr. Nguyen is a member of the Johns Hopkins University Advisory Council.
Elliot P. Friedman has served as our Vice Chairman since our inception. Since October 2007, Mr. Friedman has served as chief executive officer and a director of Capital TEN Acquisition Corp., a blank check company seeking to complete a business combination. Since May 2007, he has served as co-manager of Capital TEN Partners, LLC. From 2004 to 2007, Mr. Friedman served as chief executive officer of Loyalty China LLC, a company he founded that provides customer relations management software and related marketing services to large companies based in China. From 2000 to 2003, Mr. Friedman served as chief executive officer of eChinaCash Inc., a company he founded that provided customer relations management software and related marketing services to SinoPEC, China’s largest retailer of petroleum products with 30,000 gas stations. In 1995, Mr. Friedman founded PharmaPrint, a pharmaceutical and over-the-counter drug producer that undertook its initial public offering in 1996, and served as its chief executive officer through September 1999. In 1991, Mr. Friedman founded BioTek solutions and served as its chief executive officer until 1995. In 2003, Mr. Friedman received a license as a China Foreign Expert from the People’s Republic of China’s central government. Mr. Friedman received a B.A. from the University of Pennsylvania and an M.B.A. from the Massachusetts Institute of Technology.
SEC filings: sec.gov |
