Another blank check company, Asia Special Situation Acquisition Corp. has filed an S-1. The offering is being underwritten by Maxim Group, LLC. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in Asia.
Asia Special Situation Acquisition Corp. – STILL IN REGISTRATION
Number of units being offered: 10,000,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and a warrant to purchase one additional shares of common stock at $7.50 per share.
Underwriter: Maxim Group, LLC
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 12,500,000
Shares to be held by public shareholders: 10,000,000
Shares held by insiders: 2,500,000
Percentage held by public shareholders: 80.0%
Gross proceeds being raised: $100 million
Net proceeds to be held in escrow: $100,000,000 (includes $5.275 million from the sale of warrants and units to the insiders, and $3 million in commissions deferred by the underwriter). Up to $2,000,000 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: $10.00
Date of IPO: N/A
Date of original filing: August 6, 2007
Current stock price
Common stock: N/A
Warrants: N/A
Units: N/A
Insider shares: 2,500,000 shares purchased at $.01 per share. Total proceeds: $25,000.
Restrictions on insider shares: The common shares shall remain in escrow until after the consummation of an acquisition, or the liquidation of the company.
Other insider requirements: Certain of the insiders have agreed to purchase 5,275,000 warrants (@ $1.00 per warrant). The total proceeds of $5,275,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $3,000,000.
In the event that the company is liquidated, the insiders will not receive any of the escrowed proceeds.
Description of business: Asia Special Situation Acquisition Corp. is a newly organized Business Combination Company, or BCC, formed under the laws of the Cayman Islands. A BCC is a blank check company formed for the purpose of acquiring, engaging in a capital stock exchange with, purchasing all or substantially all of the assets of, or engaging in any other similar business combination, or control through contractual arrangements, of one or more unidentified operating businesses. We intend to identify prospective acquisitions that are either located in Asia, provide products or services to customers located in Asia, or invest in Asia. Our efforts to identify a prospective target business will not be limited to a particular industry or area in Asia, although we initially intend to focus our efforts on acquiring an operating business in the leisure and hospitality or financial services industries, that invest in, is located in or provides products or services to customers in China.
Description of principals: Angela Ho has served as our Co-Chief Executive Officer and Chairman of the Board of Directors since our inception in March 2007. From 2002 to the present, Ms. Ho has managed real property portfolios, including for Dragonballz Trust and Sponge Bob Trust, which are each engaged in the business of real estate, for investors in Macau and the United States. From 1996 to 2006, Ms. Ho has also been active in managing various family businesses controlled by her father, Dr. Stanley Ho, including Jet Asia Ltd., HoGaming.com and drho888.com, which are engaged in the business of aviation, computer software and Asian gaming operations, respectively. From 1981 to the present, Ms. Ho has also been active in several aspects of the fine art business. From 1980 to 1987, she worked as a sculptress exhibiting in a number of major galleries and museums, and was employed at Sotheby’s Fine Arts Department, New York. In 1980, she became a lead investor in the Tony Shafrazi Gallery. From 1996 to 1999, she established and managed her own gallery when she founded the Ho Gallery, a gallery of contemporary art in New York. The gallery was instrumental in pioneering the contemporary Chinese art market in New York and introducing contemporary Chinese artists to North America. In 1997, she founded the Center of Contemporary Art in Macau, a private museum dedicated to the dialogue between contemporary artists in Asia and the West. From 1996 to 2003, Ms. Ho served as a member of the board of directors of BioSante, a pharmaceutical company listed on the American Stock Exchange. From 1996 to 2001, she managed Successway Holdings Limited, a technology venture capital fund on behalf of her father, Dr. Stanley Ho. From 1999 to 2004, she served on the board of directors of the School of American Ballet. She was educated in private academies in Hong Kong, Switzerland and London and earned her Bachelor of Fine Arts degree from Boston University in 1979.
Dr. Gary T. Hirst has been our Co-Chief Executive Officer and a director since our inception. Dr. Hirst has been responsible for the development and investment management of both offshore and domestic hedge funds, including global macro funds, funds-of-funds, currency funds, and a number of structured investment products, including for principal protected notes issued by Zurich Capital Markets and Rabobank which invested in diversified global portfolios of hedge funds. From 1991 to 2006, Dr. Hirst was Chairman and Chief Investment Officer of Hirst Investment Management. In his roles with Hirst Investment Management, Dr. Hirst managed over $600 million in assets on behalf of multi-national banks, pension plans, insurance companies, foundations and endowments, public companies, family offices and high net worth investors. Under his leadership, the firm established itself as a developer of innovative financial products and services, with a focus on maximizing the risk-adjusted return on its clients' investments. From 1976 to 1991, Dr. Hirst was Investment Manager for the Hirst Family Office where he managed allocation and trading for all investment portfolios of the Hirst family and its associates. These investments included traditional asset portfolios, real estate, and a range of alternate investment strategies including hedge funds, private equity, futures trading and physical commodities. From 2003 to 2005, Dr. Hirst was a director of Alpine Select A.G., a publicly traded (Swiss Exchange) investment company based in Zug, Switzerland.
SEC filings: sec.gov |
