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Technology Stocks : Blank Check IPOs (SPACS) -- Ignore unavailable to you. Want to Upgrade?


To: Glenn Petersen who wrote (12)1/7/2005 11:59:28 PM
From: Glenn Petersen  Read Replies (1) | Respond to of 3862
 
China Mineral Acquisition Corporation

Number of units sold: 4,000,000

Price per unit: $6.00

Terms of deal: One share of common stock and warrants to purchase two shares of common stock at $5.00 per share.

Underwriters: Broadband Capital Management LLC

Ticker symbols
Common stock: CMAQ
Warrants: CMAQW
Units: CMAQU

Common shares outstanding subsequent to IPO: 5,000,000
Shares held by public shareholders: 4,000,000
Shares held by insiders: 1,000,000
Percentage held by public shareholders: 80.0%

Gross proceeds raised: $24,000,000
Net proceeds held in escrow: $20,640,000
Escrowed proceeds per share held by public shareholders: $5.10

Date of IPO: August 30, 2004
Date of original filing: May 28, 2004

Current stock price (as of January 7, 2005)
Common stock: $4.90
Warrants: $.64
Units: $6.00

Description of business: China Mineral Acquisition Corporation is a blank check company organized for the purpose of effecting a merger, capital stock exchange, asset acquisition or other similar business combination with a company having its primary operations in the People's Republic of China. We intend initially to focus our search on target businesses in the PRC that are engaged in the minerals industry.

Biographical information for significant officer: Daniel Kunz has over 25 years of experience in international mining, construction, engineering and natural resource development. He has extensive management experience with public resource companies, including project and corporate finance, accounting, reporting, operations, and engineering. Since December 2003, Mr. Kunz has served as the Chief Executive Officer and a Director of U.S. Geothermal Inc., a company listed on the TSX Venture Exchange which is developing geothermal properties in Idaho. Since January 2004, Mr. Kunz has served as the President of Triumph Gold Corp., a company listed on the TSX Venture Exchange which explores for gold on properties it owns in Venezuela. From March 2003 to March 2004, he served as President and Director of Pacific Minerals, Ltd. (now known as Jinshan Gold Mines), a subsidiary company of Ivanhoe Mines listed on the TSX Venture Exchange, which is engaged in the exploration for copper, gold and platinum group metals in China. From November 2000 to March 2003, Mr. Kunz was President and a Director of Ivanhoe Mines, Ltd., a Toronto Stock Exchange and Nasdaq National Market listed company. From November 1997 to October 2000, Mr. Kunz served as Executive Vice President and Chief Operating Officer of Ivanhoe Mines, Ltd. From May 1990 to November 1995, Mr. Kunz served as President, Chief Executive Officer and a director of MK Gold Company, a Nasdaq OTC listed company, which owned and operated several gold mines in the western United States and provided contract-mining services to the industry. Mr. Kunz holds a B.Sc. in Engineering from the University of Montana Tech (Montana School of Mines) and an M.B.A. from Boise State University.

SEC filings: sec.gov



To: Glenn Petersen who wrote (12)1/19/2005 7:18:27 PM
From: Glenn Petersen  Read Replies (2) | Respond to of 3862
 
Yesterday, Trinity Partners announced that it had signed a letter of intent to acquire Adventure Holdings S.A. for 4.5 million shares, equal to a 71.6% interest in the company.

The common shares, TPQCA and TPQCB, which closed on Friday at $3.85 and $4.75, respectively, moved up to $4.95 and $5.80, respectively, on Tuesday. The warrants, TPQCAW and TPQCBL, which closed at $.70 on Friday, moved up to $1.50 on Tuesday.

biz.yahoo.com

Trinity Partners and Adventure Holdings, S.A. Announce Letter of Intent for Business Combination

Tuesday January 18, 11:45 am ET

Business Combination to Provide Adventure Holdings with Capital to Expand Drybulk Fleet

NEW YORK & PIRAEUS, Greece--(BUSINESS WIRE)--Jan. 18, 2005-- Trinity Partners Acquisition Company Inc. (OTCBB: TPQCA; TPQCB) and Adventure Holdings, S.A. jointly announce today that they have entered into a Letter of Intent for the business combination of Trinity Partners and Adventure Holdings. Adventure Holdings, through wholly-owned subsidiaries, owns and operates two bulk carriers, the M/V "Free Destiny" and the M/V "Free Envoy". Trinity Partners is a publicly-traded acquisition company which completed its IPO in August 2004.

Adventure Holdings is a privately-held Marshall Islands corporation headquartered in Piraeus, Greece which was organized in April 2004 and acquired the M/V "Free Destiny" in August 2004 and the M/V "Free Envoy" in September 2004. These Handysize drybulk vessels have cargo capacities of 25,240 and 26,318 deadweight tons (dwt), respectively. Drybulk carriers are employed for seaborne transportation of key commodities and raw materials such as iron and steel, fertilizers, minerals, forest/agricultural products (soybeans, wheat, corn), sugar, salt, ores, bauxite, alumina, cement and other construction materials transported in bulk. Strong raw materials demand in recent years by developing countries, particularly China, has resulted in robust growth for drybulk shipping as well as increased charter rates, attributable in part to industrywide capacity constraints. As a result, the drybulk shipping sector has been attracting growing investor interest, with a number of drybulk and other seaborne shipping companies recently completing or planning public financings in the U.S. and other financial markets.

George and Stathis Gourdomichalis and Ion Varouxakis, Managing Directors of Adventure Holdings, commented in their joint statement that, "We expect the access to capital provided by Trinity Partners will enable Adventure Holdings to expand its drybulk fleet. It is our plan to acquire additional carriers which would permit us to diversify our capabilities."

Lawrence Burstein, President of Trinity, stated, "The opportunities in drybulk seaborne transport are noteworthy. Demand for raw materials by China and other developing economies, such as India, is anticipated to continue to drive the drybulk shipping sector and vessel charter rates. Adventure Holdings has an experienced, highly regarded management team which we believe is ideally suited to pursue a strategy of acquiring and operating drybulk vessels."

Adventure Holdings anticipates that revenues and EBITDA for the eight-month period from inception in April 2004 through December 31, 2004 will be approximately $2,600,000 and $1,800,000, respectively. For the quarter ended December 31, 2004, the first operating period during which the M/V "Free Destiny" and the M/V "Free Envoy" were both operated by Adventure Holdings throughout an entire three-month period, revenues and EBITDA were approximately $2,100,000 and $1,425,000, respectively. The consolidated financial results of Adventure Holdings are being audited by a major international accounting firm. Adventure Holdings' two vessels are deployed under Time Period Charter arrangements. Messrs. Gourdomichalis and Varouxakis stated, "Time Period Charter of drybulk vessels creates predictable cash flows. As we seek to expand our fleet, we intend to continue to deploy our assets to create reliable cash flows through long-term, high-quality time charters while strategically using shorter-term charters in the spot market as appropriate to maximize vessel utilization."

The Letter of Intent for the business combination contemplates the issuance by Trinity Partners of 4,500,000 shares of its common stock to the current shareholders of Adventure Holdings, representing an approximately 71.6% of the equity ownership of Trinity Partners after giving effect to such issuance, in exchange for all of the issued and outstanding capital shares of Adventure Holdings. In addition, the management of Adventure Holdings will receive options and warrants to acquire an additional 950,000 shares of Trinity's common stock, exercisable at $5.00 per share over terms ranging from three to five years. The business combination is subject to, among other things, execution of a definitive exchange agreement and approval by Trinity Partners' shareholders. There can be no assurance that the proposed transaction will be consummated.

<snip>



To: Glenn Petersen who wrote (12)1/23/2005 2:27:46 PM
From: Glenn Petersen  Read Replies (1) | Respond to of 3862
 
Lawrence Burstein, the President of Trinity Partners Acquisition, has previously taken eight blank check companies public and successfully merged operating entities into the shells. One of the acquired companies was THQ, Inc. (THQI).

From the prosepectus:

sec.gov

Prior Involvement of Principals in Blank Check Companies

Lawrence Burstein, our president and treasurer, has held similar positions in other companies that have completed an offering similar to this offering and executed a business plan similar to our business plan. Information with respect to each such blank check company, initial public offering, business combination and Mr. Burstein's role, if any, with each such blank check company following the business combination is set forth below:

-- RT Associates Inc. — Completed a business combination in March 1988 with Bloc Development Corp., which at the time of the business combination developed and marketed software. RT Associates completed its IPO of common stock and warrants in April 1987 deriving gross proceeds of $2.25 million. Bloc Development Corp., which changed its name to Tiger Direct Inc., was acquired by Global DirectMail Corp. in 1995. Global DirectMail changed its name to Systemax Inc. in 1999. Systemax is traded on The New York Stock Exchange under the symbol "SYX." Mr. Burstein resigned as a director at the time of the business combination in 1988.

-- RT Acquisition Associates, Inc. — Completed a business combination in April 1990 with Polyvision Corporation, which at the time of the business combination manufactured and sold vision projection systems, architectural building panels, modular partitions and office products. RT Acquisition Associates' IPO of common stock and warrants, consummated in September 1988, yielded gross proceeds of $1.525 million. Polyvision was acquired by Steelcase, Inc. in November 2001. Steelcase is traded on The New York Stock Exchange under the symbol "SCS." Mr. Burstein continued to serve as a director of RT Acquisition Associates until 1996.

-- Trinity Acquisition Corp. — Completed a business combination in August 1991 with T.H.Q., Inc., which produces and markets games for the GameCube, PlayStation and Xbox video game systems. Trinity Acquisition completed its IPO of common stock and warrants in August 1990 deriving gross proceeds of $2.875 million. The IPO warrants were subsequently exercised resulting in additional gross proceeds of approximately $9.17 million. T.H.Q. is traded on The Nasdaq National Market under the symbol "THQI." Mr. Burstein continues to serve as a director of T.H.Q.

-- Trinity Capital Enterprise Corp. — Completed a business combination in August 1993 with SubMicron Systems Corporation, which at the time of the business combination manufactured semi-conductor capital equipment. Trinity Capital Enterprise's IPO of common stock and warrants, consummated in September 1991, yielded gross proceeds of $9.2 million. The IPO warrants were subsequently exercised resulting in additional gross proceeds of $6.0 million. Mr. Burstein resigned as a director at the time of the business combination in 1993. SubMicron Systems filed a voluntary petition under Chapter 11 of the Federal Bankruptcy Code on September 1, 1999. Mr. Burstein had no affiliation with SubMicron Systems at the time of its Chapter 11 filing.

-- Trinity Capital Opportunity Corp. — Completed a business combination in November 1993 with Alliance Entertainment Corp., which at the time of the business combination distributed pre-recorded music, accessories and entertainment related products. Trinity Capital Opportunity completed its IPO of common stock and warrants in May 1992 deriving gross proceeds of $23.0 million. Mr. Burstein resigned as a director at the time of the business combination in 1993. Alliance Entertainment filed a voluntary petition under Chapter 11 of the Federal Bankruptcy Code on May 21, 1998, and ceased being publicly traded in August 1998. Mr. Burstein had no affiliation with Alliance at the time of its Chapter 11 filing.

-- Trinity Six Inc. — Completed a business combination in May 1995 with USCI Inc., which at the time of the business combination developed centralized automated computer-based cellular telephone activation systems. Trinity Six's IPO of common stock and warrants, consummated in August 1993, yielded gross proceeds of $11.5 million. The IPO warrants were subsequently exercised resulting in additional gross proceeds of $25.0 million. USCI is traded on the Pink Sheets under the symbol "USCM." Mr. Burstein continued to serve as a director of USCI until September 1997. A wholly-owned subsidiary of USCI filed a voluntary petition under Chapter 11 of the Federal Bankruptcy Code on October 29, 1999. Mr. Burstein had no affiliation with USCI at the time of the Chapter 11 filing.

-- Trinity Americas Inc. — Completed a business combination in March 1996 with Brazil Fast Food Corp., which owns and operates the second largest fast food restaurant chain in Brazil. Trinity Americas completed its IPO of common stock and warrants in February 1994 deriving gross proceeds of $11.1 million. Brazil Fast Food is quoted on the OTC Bulletin Board under the symbol "BOBS." Mr. Burstein continued to serve as a director of Brazil Fast Food until February 2003.

-- Unity First Acquisition Corp. — Completed a business combination in July 1999 with GraphOn Corporation, which develops, markets, sells and supports server-based software for the enterprise computing environment. Unity First's initial public offering ("IPO") of common stock and warrants, consummated in November 1996, yielded gross proceeds of $7.5 million. The IPO warrants were subsequently exercised resulting in additional gross proceeds of $17.0 million. GraphOn is traded on the OTC Bulletin Board under the symbol "GOJO." Mr. Burstein continued to serve as a director of GraphOn until February 2001.