DDR Acq - DDMXU = 1C + 1W
Done Betterware BWMX
Warrants had dividend protection. Company did exchange for common.
Warrant terms - 1 + 11.50. Call 18.
Cashless - The “fair market value” shall mean the average reported last sale price of the ordinary shares for the five trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants
4.3 Extraordinary Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares or other shares of the Company’s share capital into which the Warrants are convertible (an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend; provided, however, that none of the following shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in subsection 4.1 above, (b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution does not exceed $0.50(as adjusted to appropriately reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed initial Business Combination or (d) any payment in connection with the Company’s liquidation and the distribution of its assets upon its failure to consummate a Business Combination. Solely for purposes of illustration, if the Company, at a time while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash dividends and cash distributions on the Ordinary Shares during the 365-day period ending on the date of declaration of such $0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend, by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35 dividend)).
On February 7, 2020, As of the Record Date, there were 7,223,200 Ordinary Shares issued and outstanding.
Trust = $10.22 estimated Sept. 2019 $56.9 million
IPO was $50,000,000 (or $57,500,000 w/ over-allotment
Deadline 18 Months. Closed 19/16/18
Target: Mexico and Hispanic businesses in the United States.
Sole Book-Running Manager - EarlyBirdCapital, Inc.
Co-Manager - I-Bankers Securities, Inc.
If we are unable to consummate an initial business combination within 18 months from the closing of this offering, we will redeem 100% of the public shares for a pro rata portion of the trust account, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes payable and up to $50,000 of interest to pay liquidation expenses,
On October 16, 2018, the Company completed its IPO of 5,000,000 Units. Each Unit consists of one ordinary share, no par value (“Ordinary Shares”) and one warrant (“Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one Ordinary Share at an exercise price of $11.50. The Company completed its IPO pursuant to the Company’s registration statement on Form S-1, as amended (File No. 333-227423) (the “Registration Statement”). The Registration Statement was declared effective by the U.S. Securities and Exchange Commission on October 11, 2018.
A total of $50,000,000 of the net proceeds from the IPO and the Private Placement were placed in a trust account established for the benefit of the Company’s public stockholders at J.P. Morgan Chase Bank, N.A. (the “Trust Account”), with Continental acting as trustee. Except for the withdrawal of interest to pay taxes, none of the funds held in the Trust Account will be released from the Trust Account until the earlier of (i) the completion of the Company’s initial business combination, (ii) the redemption of the Company’s public shares in connection with a shareholder vote to amend any provisions of the M&A (A) to modify the substance or timing of the Company’s obligation to allow redemption rights in connection with an initial business combination or to redeem 100% of the Company’s public shares if the Company is unable to complete an initial business combination within 18 months from the closing of its IPO or (B) with respect to any other provision relating to shareholders’ rights or pre-business combination activity and (iii) the redemption of 100% of the Company’s public shares if the Company is unable to complete an initial business combination within 18 months from the closing of its IPO.