Another blank check company, Spring Creek Acquisition Corp., has filed an S-1. The offering is being underwritten by EarlyBird Capital. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in China.
Spring Creek Acquisition – STILL IN REGISTRATION
Number of units being offered: 4,500,000
Proposed price per unit: $8.00
Terms of deal: One share of common stock and a warrant to purchase one additional shares of common stock at $5.50 per share.
Underwriter: EarlyBird Capital
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 5,625,000
Shares to be held by public shareholders: 4,500,000
Shares held by insiders: 1,125,000
Percentage held by public shareholders: 80.00%
Gross proceeds being raised: $36 million
Net proceeds to be held in escrow: $35,100,000 (includes $1.25 million from the sale of warrants to the insiders and $1.08 million in commissions deferred by the underwriter). Up to $1,050,000 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: $7.80
Date of IPO: N/A
Date of original filing: November 9, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 1,125,000 shares purchased at $.0222 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until nine months (50% of the shares) and one year (50% of the shares) after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 1,250,000 warrants (@ $1.00 per warrant) in a private placement prior to the offering. The total proceeds of $1,250,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $1,080,000
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: We are a newly formed limited life Cayman Islands exempted company incorporated on October 16, 2007, organized as a blank check company for the purpose of acquiring, through a stock exchange, asset acquisition or other similar business combination, or controlling, through contractual arrangements, an operating business, that has its principal operations in Greater China. Our efforts to identify a prospective target business will not be limited to a particular industry.
Description of principals: James Cheng-Jee Sha has served as Chairman of our Board of Directors and Chief Executive Officer since our inception. Mr. Sha founded and has been a partner of Spring Creek Investments since December 1999. Spring Creek Investments is a private investment firm specializing in principal investments and business consultations with internet and infrastructure companies. Mr. Sha also has served as the Chief Executive Officer of Optoplex Corporation, a communication networks company, since December 2002. From September 2005 to February 2007, Mr. Sha served as Chief Executive Officer of AppStream, a software application virtualization company. From February 1999 to September 1999, Mr. Sha served as the Chief Executive Officer for Sina.com (NASDAQ: SINA), a global Chinese on-line media company and value added information service provider. From July 1996 to August 1998, Mr. Sha served as the Chief Executive Officer of Actra Business Systems, a joint venture between Netscape Communications Corporation and GE Information Services (GEIS), providing next-generation internet commerce application solutions for both business-to-consumer and business-to-business commerce markets. From August 1994 to August 1998, Mr. Sha served as Senior Vice President and General Manager of Netscape Communications Corporation, a computer services company until its merger with AOL. From May 1990 to August 1994, Mr. Sha was a Vice President at Oracle Corporation (NASDAQ:ORCL), a database management and development systems software company. From June 1986 to May 1990, Mr. Sha was a Vice President at Wyse Technology, Inc., a hardware, software and services computing company. Mr. Sha currently serves as a member of the Board of Directors of Tom.com (HK: 8282), a wireless internet company in the PRC providing value-added multimedia products and services. Mr. Sha also serves as a trustee of the University of California at Berkeley Foundation and is a Board member of the Berkeley Chinese Alumni International Association. Mr. Sha graduated from National Taiwan University with a BS in Electrical Engineering, the University of California at Berkeley with an MS in EECS and from Santa Clara University with an MBA.
Diana Chia-Huei Liu has served as our President since our inception. Ms. Liu has served as the President and Managing Director of Cansbridge Capital, a private investment firm specializing in early stage investments along the west coast of North America (namely U.S. and Canada) and Asia, since August 1998. Prior to Cansbridge, Ms. Liu served as the Executive Vice-President at Polaris Securities Group (TW:6011), an investment firm in Taiwan, where she founded and managed its North American operations from April 1994 to August 1998. From August 1991 to April 1994, Ms. Liu was an account portfolio manager in global private banking at the Royal Bank of Canada (NYSE:RY), a full service banking firm. From October 1988 to August 1991, Ms. Liu served as the regional sales manager for the province of British Columbia, Canada, at CIBC Securities, a subsidiary of CIBC (NYSE:CM), a full service banking firm, where she founded and managed the mutual funds promotion division. Ms. Liu has served since June 2006 as a member of the Executive Committee and the Chair of the Investment Committee at the Asia Pacific Foundation, a Canadian federal government created think tank and policy advisory board where she works closely with the co-CEOs on operational issues and investment of its endowment funds. In addition, she also currently serves as a director of the Vancouver Goh Ballet Society and BaySpec, Inc., a supplier of optical components. Ms. Liu graduated with a BA in economics from the University of British Columbia in Canada. Ms. Liu is the spouse of Mr. William Yu, our Chief Financial Officer.
William Tsu-Cheng Yu has served as our Chief Financial Officer since our inception. Since July 2000, Mr. Yu has served as the Managing Partner of Cansbridge Capital. Since July 2006, Mr. Yu has also served as a special advisor to the Chief Executive Officer of Optoplex Corporation, a communication networks company and also as director to the company. Mr. Yu currently serves as a director of Abebooks, Inc., the world’s largest on-line used book seller. From February 2002 to August 2003, Mr. Yu served as the Chief Financial Officer to Telos Technology Corp., a supplier of wireless solutions for voice and data communication networks, up to its acquisition by UT Starcom (NASDAQ: UTSI) in 2004. Mr. Yu co-founded Intrinsyc Software Inc. (TSE: ICS), a TSE-listed embedded software company, and served in various capacities including director, Chief Financial Officer, Executive Vice President and Chief Operating Officer from July 1996 to November 2002. From August 1994 to May 1996, Mr. Yu was an associate in the Asia Pacific corporate finance group of Marleau, Lemire Securities, Inc., an investment banking firm headquartered in Montreal, Canada. From July 1991 to August 1994, Mr. Yu was an investment portfolio manager at Discovery Enterprises Inc., a provincial-government sponsored venture capital fund. Mr. Yu also previously worked with China-Canada Investment and Development and the Lawson Mardon Group. He has also served in various capacities with the Monte Jade Science and Technology Association, a non-profit organization supporting entrepreneurship and investment in technology companies in North America and Asia. Mr. Yu earned a BS in Mechanical Engineering with Honors and an MBA with Honors from Queen’s University in Canada. Mr. Yu is the spouse of Ms. Diana Liu, our President.
SEC filings: sec.gov |
