SPAC Info

Ascend Acquisition Corp. reported that the company had made an agreement and plan of  merger with Longhorn Mergerco, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company. Besides the merger agreement with its subsidiary, the SPAC also planned to acquire and merge with The Washington Special Opportunity Fund, LLC, and Patriot Investment Management, LLC. Both are Delaware limited liability companies.

The merger transactions will be consummated on the condition that Ascend Acquisition executes and delivers an asset purchase agreement with Longhorn, The Washington Special Opportunity Fund, Inc, and Patriot.

According to the acquisition agreement, the Board of Directors will comprise at least three directors after the consummation of the transactions. One of the current director, Stephen L. Brown, is expected to resign from the company’s Board of Directors. The other director, Don K. Rice, will retain his seat and be employed by the company as a consultant after the merger.

Ascend Acquisition was a SPAC that planned to acquire the Hong Kong semiconductor maker e.Pak in 2008. When the transaction failed, Ascend chose to stay as a shell company.

57th Street General Acquisition Corp. has filed the fourth amendment to Form S-1 Registration Statement on May 11, 2010. This  latest amendment may be a sign that the IPO will commence in the near future.

The filings contain several structural changes to the SPAC, with the most prominent ones are the elimination of shareholder vote and proxy solicitation. Instead, the company will announce a merger within 15 months from the date of the prospectus. Along with the merger announcement, the SPAC will also announce a tender offer to accommodate shareholders who prefer to get their money back.

Another change included in the amendment is the increase in the number of insider warrant purchase from 3 million to 3,5 million. As a result, the total purchase price also rises to $1,750,000.

About The Company

57th Street General Acquisition Corp. is a Special Purpose Acquisition Company formed on October 29, 2009 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction.

The SPAC is headed by Mark D. Klein as  CEO, who also serves as a director of Great American Group, Inc.

Click here for the release

Gabelli Entertainment & Telecommunications Acquisition Corp filed to withdraw the registration statement for its 125 million dollars offering of the company’s securities. The company and the underwriters, Ladenburg Thalmann & Co. Inc., have determined that at this time they will not proceed with the registration and sale of the units as contemplated in the Form S-1 Registration Statement.

The SPAC, headed by well known fund manager Mario Gabelli, initially planned to raise 200 million dollars through Initial Public Offering. In November 2008, the company then reduced the target by nearly 38%.

Gabelli Entertainment & Telecommunications Acquisition Corp was founded as a blank check company which planned to engage in a merger or acquisition with company in media, entertainment, telecommunications, or financial services industries.

After this withdrawal, Mario Gabelli still has one SPAC in registration, Greenwich PMV Acquisition Corp, which also planned to raise $200 million.

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Polaris Acquisition Corp. has filed definitive proxy materials in advance of its March 30, 2009 shareholder meeting.

Shareholders will be asked to vote upon the SPAC’s proposal to acquire HUGHES Telematics, Inc., with Polaris continuing as the surviving corporation.

The proxy gives new details on:

• the completion by HUGHES Telematics of a $50.0 million private placement of Series B convertible preferred stock;
• interests of certain members of the SPAC’s board of directors and officers in HUGHES Telematics’ Series B financing and ancillary transactions;
• the new merger agreement;
• revisions to the shareholders’ agreement term sheet;
• anticipated private purchases of Polaris common stock;
• updated pro forma and historical financial information.

Read the proxy here