Forum Merger II FMCIU = 1C, 1W
IPO Trust $10.00 ~$230mm w/overalot at J.P. Morgan with Continental trustee,
W -- 1 + $11.50. Call 18.
Deadline 18 months.
Sole Book-Running Manager Jefferies
Co-Manager EarlyBirdCapital, Inc.
Focus non specific.
On August 7, 2018, the Company consummated the Initial Public Offering of 20,000,000 units (“Units” and, with respect to the shares of Class A common stock included in the Units offered, the “Public Shares”), generating total gross proceeds of $200,000,000, which is described in Note 3.
Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of an aggregate of 655,000 units (the “Private Placement Units”) at a price of $10.00 per unit in a private placement to Forum Investors II LLC (the “Sponsor”)
Anticipated expenses and funding sources
Except as described above with respect to the payment of taxes ... no proceeds held in the trust account will be available for our use. The proceeds held in the trust account will be invested only in U.S. government securities with a maturity of 180 days or less or in money market funds ...U.S. government treasury obligations. We will disclose in each quarterly and annual report ...
Based upon current interest rates, we expect the trust account to generate approximately $2,000,000 of interest annually assuming an interest rate of 1.0% per year; ( ~ $0.10 to trust per year?) however, we can provide no assurances regarding this amount. Unless and until we complete our initial business combination, we may pay our expenses only from: the net proceeds of this offering and the sale of the private placement units not held in the trust account, which will be approximately $1,800,000 in working capital after the payment of approximately $750,000 in expenses relating to this offering; and any loans or additional investments from our sponsor, members of our management team or their affiliates or other third parties,
On May 22, 2018, our sponsor purchased 5,750,000 founder shares B shares for an aggregate purchase price of $25,000,
Our sponsor and the underwriters have agreed to purchase an aggregate of 655,000 units (or 715,000 units if the over-allotment option is exercised in full) at a price of $10.00 per unit, consisting of 555,000 units by our sponsor (or 600,000 units if the over-allotment option is exercised in full) and 100,000 units by the underwriters (or 115,000 units if the over-allotment option is exercised in full) for an aggregate purchase price of $6,550,000, or $7,150,000 if the over-allotment option is exercised in full.
Lock Up - Our initial stockholders have agreed not to transfer, assign or sell any of their founder shares until the earlier to occur of: (A) one year after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last sale price of our Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after our initial business combination, or (y) the date on which we complete a liquidation, merger, capital stock exchange or other similar transaction that results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property (except as described herein under the section of this prospectus entitled “Principal Stockholders — Restrictions on Transfers of Founder Shares and Private Placement Units”)
Our Co-Chief Executive Officer and President, Marshall Kiev, has over 26 years of alternative investment experience working for a private equity firm and multiple family offices. Our Co-Chief Executive Officer and Chief Financial Officer, David Boris, has, over the last 13 years, worked on 14 blank check company initial public offerings or initial business combinations, including three as an executive officer and/or board member and the balance as an investment banker or advisor. For more information relating to our management team’s relevant business experience, please see the section entitled “Management.”
Our management team has successfully executed a similarly-structured blank check company formed for substantially the same purposes as ours. Forum Merger Corporation, or Forum I, completed its initial public offering in April 2017 and raised $172.5 million. Mr. Kiev was Co-Chief Executive Officer and President of Forum I and Mr. Boris was the Co-Chief Executive Officer and Chief Financial Officer of Forum I. Messrs. Katzman, Goldberg and Berns, our independent directors, served as independent directors of Forum I. Forum I completed its initial business combination with ConvergeOne Holdings Inc., or ConvergeOne, in February 2018, ten months after Forum I’s initial public offering. ConvergeOne was founded in 1993 and is a leading global IT service provider of collaboration and technology solutions for large and medium enterprises with decades of experience assisting customers in transforming their digital infrastructure and realizing a return on investment. Forum I merged with ConvergeOne in a transaction valued at approximately $1.3 billion. ConvergeOne’s common stock is traded on Nasdaq under the symbol “CVON.” Mr. Boris and Mr. Katzman continue to serve on the board of directors of ConvergeOne.