Another blank check company, Arcade Acquisition Corp., has filed an S-1. The offering is being underwritten by Morgan Joseph. According to the company, its acquisition efforts will be focused on acquiring an operating entity. The company has not specified any particular industry.
Arcade Acquisition Corp. – PUBLIC
Number of units being offered: 6,250,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional share of common stock at $6.00 per share.
Underwriter: Morgan Joseph
Proposed ticker symbols
Common stock: ACDQ.OB
Warrants: ACDQW.OB
Units: ACDQU.OB
Common shares to be outstanding subsequent to IPO: 7,812,500
Shares to be held by public shareholders: 6,250,000
Shares held by insiders: 1,562,500
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $50 million
Net proceeds to be held in escrow: $48,500,000 (includes $2,000,000 from the sale of warrants to the insiders and $1,000,000 of offering costs deferred by the underwriter). Up to $2 million of the post-offering interest earned on the trust fund balance may be used to finance the search for an acquisition candidate.
Escrowed proceeds per share applicable to future public shareholders: $7.76
Date of IPO: May 22, 2007
Date of original filing: February 21, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: $8.50
Insider shares: 1,562,500 shares purchased at $.016 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until one year after the consummation of an acquisition.
Other insider requirements: Certain of the insiders have agreed to purchase 2 million warrants in a private placement prior to the offering. The total proceeds of $2,000,000 million will be placed into the trust account.
The underwriters have also agreed to defer $1,000,000 of their fees until the company completes an acquisition.
In the event that the company is liquidated, neither the insiders nor the underwriters will 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. We intend to utilize cash derived from the proceeds of this offering and the private placement, our capital stock, debt or a combination of these in effecting a business combination. We do not have any specific merger, stock exchange, asset acquisition, reorganization or other business combination under consideration or contemplation and we have not, nor has anyone on our behalf, contacted any potential target business or had any discussions, formal or otherwise, with respect to such a transaction. We will not be limited to any particular industry in our efforts to identify prospective target businesses.
Description of principals: Jonathan R. Furer has been our Chief Executive Officer and a member of our board of directors since inception. Mr. Furer is a co-founder and has been a managing member of Arcade Partners, LLC, a private equity firm, since November 2003. Since January 2004, he has been a Managing Director of Washington & Congress Managers, a private equity firm. Since April 2005, he has served on the board of directors of KapStone Paper and Packaging Corporation (formerly, Stone Arcade Acquisition Corporation). From March 2000 through December 2003, he was a Managing Director of Triumph Capital Group, Inc., a private equity firm. Mr. Furer received a B.B.A. from George Washington University.
John M. Chapman has been our Chief Financial Officer and a member of our board of directors since inception. Mr. Chapman is a co-founder and has been a managing member of Arcade Partners, LLC, since November 2003. Since January 2004, he has been a Managing Director of Washington & Congress Managers. Since April 2005, he has served on the board of directors of KapStone Paper and Packaging Corporation (formerly, Stone Arcade Acquisition Corporation). From March 1990 through December 2003, he was employed by Triumph Capital Group, Inc, last serving as a Managing Director. Mr. Chapman received a B.A. from Bates College and an M.B.A. from the Tuck School of Business at Dartmouth College.
Muhit U. Rahman has been our Vice President, Secretary and a member of our board of directors since inception. Mr. Rahman is a co-founder and has been a managing member of Arcade Partners, LLC since November 2003. Since January 2004, he has been a Managing Director of Washington & Congress Managers. Since April 2005, he has served on the board of directors of KapStone Paper and Packaging Corporation (formerly, Stone Arcade Acquisition Corporation). Since July 2001, he has served on the board of directors of CardioMEMS, Inc. a medical device company. From November 1993 through December 2003, he was a Managing Director of Triumph Capital Group. Mr. Rahman received a B.S. from Yale University and an M.B.A. from the Anderson School of Management at UCLA.
SEC filings: sec.gov |
