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

To: Glenn Petersen who wrote (674)	3/11/2007 12:09:22 AM
From: RockyBalboa	Read Replies (1) \| Respond to of 3862

Interamerican acquisition, the oldest blank check filed the 11th amendment, again showing $64.8MM as deal size Already spent 753k for their offering; it seems that they want some of the money back. CALCULATION OF REGISTRATION FEE Title of each Class of Security being registered Amount being Registered Proposed Maximum Offering Price Per Security(1) Proposed Maximum Aggregate Offering Price(1) Amount of Registration Fee Units, each consisting of one share of Common Stock, $.0001 par value, and two Warrants(2) 12,420,000 Units $ 6.00 $ 74,520,000 $ 8,771.00 Shares of Common Stock included as part of the Units(2) 12,420,000 Shares — — — (3) Warrants included as part of the Units(2) 24,840,000 Warrants — — — (3) Shares of Common Stock underlying the Warrants included in the Units(4) 24,840,000 Shares $ 5.00 $ 124,200,000 $ 14,618.34 Representative’s Unit Purchase Option 1 $ 100 $ 100 — (3) Units underlying the Representative’s Unit Purchase Option (‘‘Representative’s Units’’)(4) 540,000 Units $ 7.50 $ 4,050,000 $ 476.69 Shares of Common Stock included as part of the Representative’s Units(4) 540,000 Shares — — — (3) Warrants included as part of the Representative’s Units(4) 1,080,000 Warrants — — — (3) Shares of Common Stock underlying the Warrants included in the Representative’s Units(4) 1,080,000 Shares $ 6.65 $ 7,182,000 $ 845.32 Total $ 209,952,100 $ 24,711.36 (5) some warrant language is in there: InterAmerican Capital Partners II LLC has committed to purchase $1,300,000 of warrants from us, each to purchase one share of our common stock, pursuant to a third amended and restated warrant purchase agreement dated as of June 2, 2006. The number of shares of common stock the warrants to be issued to InterAmerican Capital Partners II LLC will be exercisable for shall be equal to the quotient of (i) $1,300,000 and (ii) the average of the daily volume weighted average price of the warrants during the 30 trading days preceding the 45th day following the commencement of the separate trading of the securities comprising the units; provided, that (A) if the average of the daily volume weighted average price of the warrants during such 30-trading day period is less than $0.40, then the average of the daily volume weighted average price of the warrants for such 30-trading day period shall be deemed to be $0.40, or (B) if the average of the daily volume weighted average price of the warrants during such 30-trading day period is greater than $0.60, then the average of the daily volume weighted average price of the warrants for such 30-trading day period shall be deemed to be $0.60. InterAmerican Capital Partners II LLC has further agreed that the warrants purchased by it pursuant to this agreement will not be sold or transferred until after we have completed a business combination. Funding of the warrant purchase commitment shall occur on the 45th day after the commencement of the separate trading of the securities comprising the units. The proceeds from the sale of the warrants will be deposited into the trust account and will become part of the amount payable to our public stockholders in the event of the liquidation of the trust account as part of our plan of dissolution and distribution. The warrant purchase agreement also grants certain registration rights to InterAmerican Capital Partners II LLC with respect to the warrants it is committed to purchase and the shares of our common stock issuable upon exercise of the warrants.