Churchill Ventures, Ltd. completed its IPO on March 6, 2007, selling 13,472,400 units, including 972,400 units sold through a partial exercise of the over-allotment option, at $8.00 per unit. The gross proceeds totaled $107,779,200 million. Exclusive of the proceeds from the over-allotment option, the gross proceeds of $100 million were down slightly from the $104 million that the company was looking to raise when it filed its initial S-1 on July 13, 2006. A total of $107,306,928, equal to $7.95 per common share, has been placed into an escrow account. This balance includes $3,800,000 deferred by the underwriters, which will be paid when the company completes an acquisition, and $5,000,000 from the sale of warrants to certain of the insiders. In the event that the company is liquidated, neither the underwriter nor the insiders will receive any of the funds placed into the escrow account.
Up to $1,350,000 of interest earned on the trust fund balance can be used to fund expenses related to investigating and selecting a target business and our other working capital requirements.
Each unit consists of one share of common stock and one warrant to purchase an additional share at $6.00 per share.
Warrant terms: “Each warrant entitles the holder to purchase one share of our common stock at a price of $6.00. Each warrant will become exercisable on the later of our completion of a business combination and March 1, 2008 and will expire on March 1, 2011 or earlier upon redemption.”
Churchill Ventures, Ltd. is going to focus its acquisition efforts on finding an “operating business in the communications, media or technology industries.”
The securities are listed on the American Stock Exchange. The units (CHV-U) closed at $8.38 yesterday. The common shares (CHV) and warrants (CHV-WT) closed at $7.70 and $.74, respectively.
The final prospectus:
sec.gov |
