On October 16, 2009, another blank check company, GSME Acquisition Partners I, filed an F-1. The offering is being underwritten by Cohen & Company Securities, LLC. According to the company, it will be focusing its acquisition efforts on acquiring an operating company in China.
GSME Acquisition Partners I – STILL IN REGISTRATION
Number of units being offered: 3,600,000
Proposed price per unit: $10.00
Terms of deal: One share of common stock and one warrant to acquire an additional share of common stock at $11.50 per share.
Percentage of non-insider shares that can block an acquisition: 19%
Underwriter: Cohen & Company Securities, LLC
Corporate sponsors: None
Proposed ticker symbols
Common stock: Unknown
Warrants: Unknown
Units: Unknown
Common shares to be outstanding subsequent to IPO: 4,800,000
Shares to be held by public shareholders: 3,600,000
Shares held by insiders: 1,200,000
Percentage held by public shareholders: 75.00%
Gross proceeds being raised: $36 million
Net proceeds to be held in escrow: $36,000,000 (includes $1.80 million from the sale of warrants to certain affiliates of the insiders and $1,440,000 in commissions deferred by the underwriters. The company may utilize up to $200,000 of the gross proceeds from the offering and the interest earned in the trust account for working capital 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: October 16, 2009
Insider shares: 1,200,000 common shares purchased at $.02083. Total proceeds: $25,000.
Restrictions on insider common shares and warrants: The insiders have agreed that their warrants shall remain in escrow until 60 days after the consummation of an acquisition or the liquidation of the company. The common shares will be released in increments that are tied to the performance of the common stock
Other insider requirements: Certain of the insiders have agreed to purchase 3,600,000 warrants (@ $.50 per warrant) immediately prior to the public offering. The total proceeds of $1,800,000 will be placed into the trust account.
The underwriter has agreed to defer sales commissions in the amount of $1,440,000. The underwriter has also agreed to issue a letter of credit, pursuant to which shareholders who vote in favor of a proposed business transaction will receive $.30 per share, whether or not the actual transaction is consummated.
In the event that the company is liquidated, the insiders and the underwriter will not receive any of the escrowed proceeds.
Description of business: We are a blank check company incorporated in the Cayman Islands on March 27, 2008 in order to serve as a vehicle for the acquisition of an operating business in the PRC. Our efforts to identify a prospective target business will not be limited to a particular industry.
Description of principals: Jing Dong Gao has served as our chairman of the board since our inception. Mr. Gao has invested in and built businesses in China in a wide variety of industries, gaining extensive experience in evaluating companies and investments in China. Mr. Gao is the co-founder and chairman of GSME Capital Partners, a principal investment business headquartered in Shanghai founded in July 2007. GSME Capital Partners makes early stage investments in Chinese businesses with a focus on service industries. Additionally, Mr. Gao serves as chairman and chief executive officer of Fundamental Films, a film distribution and production company he co-founded in April 2008, and invested in by the principals of GSME Capital Partners. Further, Mr. Gao is the chairman of Media Communication Group (MCG), a light-emitting diode (LED) high-technology media business he founded in 2006 and invested in by the principals of GSME Capital Partners. MCG is the exclusive operator of LED advertising screens in the Shanghai and Beijing subways, and owns proprietary media networking management software and has advanced LED screen optimization techniques. Prior to GSME, in 1997, he founded MCHEM Pharma Group, a generic pharmaceuticals manufacturer focusing on HIV/AIDS intermediates, APIs and FDFs which was sold to Matrix Labs of India. He served as the company’s chairman and chief executive officer from 1997 to 2007. Mr. Gao also invested in Xiamen Prosolar, a Shanghai stock exchange listed real estate development company (SSE: 600193), and sat on its board of directors until May 2008. Mr. Gao received a B.S. from Nanjing University.
Eli D. Scher has served as our chief executive officer and a member of our board of directors since our inception. Since July 2007, Mr. Scher has served as chief executive officer of GSME Capital Partners Inc. From July 2007 to February 2008, Mr. Scher served as chief development officer and a director of MCG. Since February 2008, he has served as chief financial officer of MCG. Additionally, Mr. Scher is a co-founder, and serves as president and chief financial officer, of Fundamental Films. From September 2003 to February 2007, Mr. Scher served as a principal at Daroth Capital Advisors LLC, which is involved in investing and advising clients on financings, mergers and acquisitions and restructurings, where he led the firm’s Asian business development efforts. From July 2002 to September 2003, he served as a vice president of Cohen Bros. & Co., a private investment bank. From June 2001 to September 2001, he was a financial intern with China International Capital Corporation, a Sino-American joint venture investment bank where Morgan Stanley and the China Construction Bank acted as the principal partners and investors. Mr. Scher received an A.B. from Princeton University. Mr. Scher is fluent in Mandarin Chinese.
Zhong Wen Lin has served as our vice president, finance since our inception. Since February 2007, Mr. Lin has served as finance director of MCG. From July 2006 to February 2007, Mr. Lin served as general manager assistant at JCDecaux China Shanghai Zhongle Vehicle Paint-Spraying Co., LTD, an outdoor transportation media business. From January 2006 to July 2006, he served as finance director of JCDecaux China, Metro Media System Department, a traditional media subway advertising business. From April 1997 to January 2006, Mr. Lin held various roles within Media Partners International, a company acquired by JC Decaux, including: Shanghai Media Partners International Advertising Co., LTD, Public transit system department — Finance Director; Group (Shanghai) — Finance Director; Nanjing Media Partners International Public Transport Advertising Co., LTD — Finance Director; and Shanghai Media Partners International Advertising Co., LTD — Finance Manager. Mr. Lin received a bachelor’s degree in Financial Accounting from Shanghai University.
SEC filings: sec.gov |
