QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
In its preliminary proxy statement related to the proposed
transaction (the Transaction) contemplated by that certain
Business Combination Agreement, dated as of February21, 2017,
entered into by Quinpario Acquisition Corp. 2 (the Company
or Quinpario) and the other parties thereto, filed with
the Securities and Exchange Commission (SEC) on April3,
2017, the Company disclosed that in connection with the
Transaction it intended to enter into subscription agreements
with one or more investors, to which the Company would issue
newly issued shares of common stock of the Company, the proceeds
of which would be used to consummate the Transaction or for
general corporate purposes (the PIPE Investment). In
consultation with its financial advisors and potential investors,
the Company has determined that the PIPE Investment may include
common stock, preferred stock, units or other equity or debt
securities consisting of or convertible into common stock or
preferred stock of the Company.
Attached as Exhibit99.l to this Current Report on Form8-K and
incorporated into this Item 7.01 by reference are selected
pagesfrom an investor presentation of the Company dated May2017
that will be available to investors, including in connection with
the PIPE Investment.
The foregoing (including Exhibit99.1) is being furnished to Item
7.01 and shall not be deemed to be filed for purposes of
Section18 of the Securities and Exchange Act of 1934, as amended
(the Exchange Act), or otherwise be subject to the
liabilities of that section, nor shall it be deemed to be
incorporated by reference in any filing under the Securities Act
of 1933 (the Securities Act), as amended, or the Exchange
Act.
Item 8.01 Other Events.
Item 7.01 is incorporated herein by reference.
Additional Information
In connection with the proposed transaction, Quinpario intends to
file a definitive proxy statement with the SEC. The definitive
proxy statement and other relevant documents will be sent or
given to the stockholders of the Company and will contain
important information about the proposed transaction and related
matters. Investors and security holders of Quinpario are
advised to read, when available, the definitive proxy statement
in connection with Quinparios solicitation of proxies for its
stockholders meeting to be held to approve the proposed
transaction because the proxy statement will contain important
information about the proposed transaction and the parties to the
proposed transaction. The definitive proxy statement will be
mailed to stockholders of Quinpario as of a record date to be
established for voting on the proposed transaction. Stockholders
will also be able to obtain copies of the proxy statement,
without charge, once available, at the SECs website at
www.sec.gov or by directing a request to: Quinpario Acquisition
Corp. 2, 12935 N. Forty Drive, Suite201, St. Louis, MO 63141,
e-mail: [email protected].
Participants in the Solicitation
Quinpario and its directors, executive officers and other members
of its management and employees, under SEC rules, may be deemed
to be participants in the solicitation of proxies of Quinpario
stockholders in connection with the proposed transaction.
Investors and security holders may obtain more detailed
information regarding the names, affiliations and interests in
Quinpario of directors and officers of Quinpario in the Companys
Annual Report on Form10-K, which was filed with the SEC on
March6, 2017. Information regarding the persons who may, under
SEC rules, be deemed participants in the solicitation of proxies
to Quinparios stockholders in connection with the proposed
mergers will be set forth in the definitive proxy statement for
the proposed transaction when available.
Forward Looking Statements
Certain statements made herein are not historical facts but are
forward-looking statements for purposes of the safe harbor
provisions under The Private Securities Litigation Reform Act of
1995. Forward-looking statements
generally are accompanied by words such as may, should, would,
plan, intend, anticipate, believe, estimate, predict,
potential, seem, seek, continue, future, will, expect, outlook
or other similar words, phrases or expressions. These
forward-looking statements include statements regarding our
industry, future events, the proposed transaction between the
Company, SourceHOV Holdings,Inc. (SourceHOV) and Novitex
Holdings,Inc. (Novitex), the estimated or anticipated future
results and benefits of the combined company following the
transaction, including the likelihood and ability of the
parties to successfully consummate the proposed transaction,
future opportunities for the combined company, and other
statements that are not historical facts. These statements are
based on the current expectations of the Company, SourceHOV and
Novitex management and are not predictions of actual
performance. These statements are subject to a number of risks
and uncertainties regarding the Companys, SourceHOVs and
Novitexs respective businesses and the transaction, and actual
results may differ materially. These risks and uncertainties
include, but are not limited to, changes in the business
environment in which SourceHOV and Novitex operate, including
inflation and interest rates, and general financial, economic,
regulatory and political conditions affecting the industry in
which SourceHOV and Novitex operate; changes in taxes,
governmental laws, and regulations; competitive product and
pricing activity; difficulties of managing growth profitably;
the loss of one or more members of the Company, SourceHOV or
Novitex management teams; the inability of the parties to
successfully or timely consummate the proposed transaction,
including the risk that the required regulatory approvals are
not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or
the expected benefits of the transaction or that the approval
of the stockholders of the Company is not obtained; failure to
realize the anticipated benefits of the transaction, including
as a result of a delay in consummating the transaction or a
delay or difficulty in integrating the businesses of the
Company, SourceHOV and Novitex; uncertainty as to the long-term
value of the Companys common stock; the inability to realize
the expected amount and timing of cost savings and operating
synergies; those discussed in the Companys Annual Report on
Form10-K for the year ended December31, 2016 under the heading
Risk Factors, as updated from time to time by the Companys
Quarterly Reports on Form10-Q and other documents of the
Company on file with the SEC or in the definitive proxy
statement that will be filed with the SEC by the Company. There
may be additional risks that neither the Company, SourceHOV or
Novitex presently know or that the Company, SourceHOV or
Novitex currently believe are immaterial that could also cause
actual results to differ from those contained in the
forward-looking statements. In addition, forward-looking
statements provide the Companys, SourceHOVs and Novitexs
expectations, plans or forecasts of future events and views as
of the date of this communication. The Company, SourceHOV and
Novitex anticipate that subsequent events and developments will
cause the Companys, SourceHOVs and Novitexs assessments to
change. However, while the Company, SourceHOV and Novitex may
elect to update these forward-looking statements at some point
in the future, the Company, SourceHOV and Novitex specifically
disclaim any obligation to do so. These forward-looking
statements should not be relied upon as representing the
Companys, SourceHOVs and Novitexs assessments as of any date
subsequent to the date of this communication.
Item 9.01 Financial Statements and Exhibits.
(d)Exhibits
|
Exhibit Number |
|
Description |
|
99.1* |
Investor Presentation, dated May2017. |
* Filed herewith.
About QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC)
Quinpario Acquisition Corp. 2 is a shell company. The Company is a blank check company formed for the purpose of entering into a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities. The Company focuses its search on target businesses that operate in the specialty chemicals and performance materials industries. As of December 31, 2016, the Company had not generated any revenues. QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Recent Trading Information
QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) closed its last trading session at with 641 shares trading hands.
