QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC) Files An 8-K Regulation FD Disclosure
Item 7.01 Regulation FD Disclosure.
Attached as Exhibit99.l to this Current Report on Form8-K and
incorporated into this Item 7.01 by reference is the investor
presentation dated April2017 that will be used by Quinpario
Acquisition Corp. 2 (the Company) in making presentations
to certain existing and potential stockholders of the Company
with respect to the proposed transaction contemplated by that
certain Business Combination Agreement, dated as of February21,
2017, entered into by the Company and the other parties thereto.
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 Securities and
Exchange Commission (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: mhzona@quinpario.com.
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 whichSourceHOV 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 April2017. |
* Filed herewith.
About QUINPARIO ACQUISITION CORP. 2 (NASDAQ:QPAC)
Quinpario Acquisition Corp. 2 is a shell company. The Company was 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 is focused on target businesses that operate in the specialty chemicals and performance materials industries. The Company is not engaged in any commercial business. The Company has 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 150,577 shares trading hands.