Another blank check company, Ascend Acquisition Corp., has filed an S-1. The deal is being underwritten by EarlyBirdCapital, Inc. The company is going to focus its acquisition efforts on acquiring an operating company in the manufacturing, service, or distribution industries.
Ascend Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 3,500,000
Proposed price per unit: $6.00
Terms of deal: One share of common stock and warrants to purchase two shares of common stock at $5.00 per share.
Underwriters: EarlyBirdCapital, Inc.
Proposed ticker symbols
Common stock: Not known
Warrants: Not known
Units: Not known
Common shares to be outstanding subsequent to IPO: 4,375,000
Shares to be held by public shareholders: 3,500,000
Shares held by insiders: 875,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $21,000,000
Net proceeds to be held in escrow: $19,360,004 (See “Other insider requirements”)
Escrowed proceeds per share applicable to future public shareholders: $5.53
Date of IPO: N/A
Date of original filing: February 3, 2006
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 875,000 shares purchased at $.029 per share. Total proceeds: $25,000.
Restrictions on insider shares: The shares will remain in escrow until the earlier of three years after the offering or one the consummation of an acquisition.
Other insider requirements: Simultaneous with the initial public offering, certain of the insiders have agreed to purchase 208,334 units at $6.00 per unit, a total of $1,250,004. All of the proceeds from this private placement will be placed into the escrow account for the potential benefit of the public shareholders. In the event that the company is liquidated, the insiders would not receive any of the escrowed funds.
Description of business: Ascend Acquisition Corp. is a newly formed blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with an operating business. Our efforts to identify a prospective target business will not be limited to a particular industry, although we intend to focus our efforts on acquiring an operating business in the manufacturing, service or distribution industries.
Biographical information for significant officers: Don K. Rice has been our chairman of the board, chief executive officer, president and treasurer since our inception. Mr. Rice was a co-founder and has been a managing partner of RSTW Partners since 1989. RSTW Partners is a privately held firm that, through limited partnerships, invests primarily in the subordinated debt of middle market companies located throughout the United States. Prior to forming RSTW Partners, from 1986 to December 1988, Mr. Rice was affiliated with First Texas Merchant Banking Group, a firm which specialized in providing subordinated debt financing, and was its vice president from 1986 to 1988 and president and chief executive officer from May 1988 to December 1988. He was also vice president of PruCapital, Inc., an investment subsidiary of The Prudential Insurance Company of America, from March 1984 to April 1986. Mr. Rice has served as a member of the board of directors of NationsHealth, Inc. since its inception in August 2003. NationsHealth is a Nasdaq listed company that, through its wholly owned subsidiary, NationsHealth L.L.C., provides medical products and pharmacy benefits to Medicare participants and other senior citizens. NationsHealth, Inc. was originally known as Millstream Acquisition Corporation, a blank check company with an objective to acquire an operating business with significant growth potential. Mr. Rice has also served as a member of the board of directors of Millstream II Acquisition Corporation, an OTC Bulletin Board listed blank check company formed to serve as a vehicle for the acquisition of an operating business, since its inception in September 2004. Mr. Rice received a B.B.A. and M.B.A. from the University of Texas.
SEC filings: sec.gov |
