This is very interesting, Vic. I took a look at their registration statement. They are a "blank check company," and their prospectus is full of all sorts of qualifying "ifs." For example:

* "Following completion of this offering and until we consummate a business
combination, if ever, our officers and directors will not receive any
compensation other than reimbursement for out-of-pocket expenses ..."

* "If our officers remain with us after a business combination, we may enter into
employment agreements with such officers ..."

Another interesting feature of the offering is that they are selling units comprised of common stock and warrants. The warrants are redeemable for $.01, but only only if "the last sale price of our common stock equals or exceeds $11.50 per share for any 20 trading days within a 30 trading day period ending three business days before we send the notice of redemption." Why the limitation on redemption? So that the price of the common stock would have sufficient room to fall after the notice of redemption is issued.

Finally, the common stockholders will be allowed to vote on the company's first business combination. Stockholders who dissent are entitled to convert their shares into claims against a trust account, which holds the money from the initial public offering, less underwriting fees and plus interest. (Interesting exit right.)

There is a lot more to it than I can describe in this comment, but I wanted to point out those features for anyone who might be interested in deal structure.

"We are a newly formed, development stage company with no operating history, and you have no basis on which to evaluate our ability to achieve our business objective."

A few years years ago, the SEC decided to push for "plain language" (as if that would make 225 pages of accounting glub as captivating as a murder mystery). One of their rubrics was no passive voice sentences. So the above could not be phrased as we would have in years gone by:

"We are a newly formed, development stage company with no operating history, and there is no basis on which to evaluate our ability to achieve our business objective."

The new version is no better and reads more like an accusation or a taunt than the logical consequence of the first part of the sentence.

Incidentally, if I were concerned with plain language I would gig the phrase "a newly formed, development stage company with no operating history" as triply redundant. The passive voice actually works pretty well here:

The company has no operating history that could be used to evaluate its ability to achieve its business objective.

You get the idea, but the meatheads and sockpuppets in Corp Fin just run the boiler plate through a computer grammar checker and issue comments accordingly.