TRTL Terrapin 3 Acquisition Corp.

PROXY STATEMENT

The special meeting (the “special meeting”) of stockholders of Terrapin 3 Acquisition Corporation (“Terrapin,” “Company,” “we,” “us” or “our”), a Delaware corporation, will be held on [●], 2016 at [●], local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166 to consider and vote upon the following proposals:

The Charter Amendment and the Trust Amendment proposals are essential to the overall implementation of the board of directors’ plan to extend the date that Terrapin has to complete a business combination. The purpose of the Charter Amendment and the Trust Amendment is to allow Terrapin more time to complete an initial business combination, provided that Terrapin executes a definitive agreement for such business combination on or prior to July 22, 2016.

The affirmative vote of at least 65% of the outstanding shares of Terrapin’s common stock is required to approve the Charter Amendment, and the affirmative vote of at least 65% of the outstanding shares of Terrapin’s Class A common stock is required to approve the Trust Amendment.

Holders (“public stockholders”) of shares of Terrapin’s Class A common stock (“public shares”) may elect to redeem their shares for their pro rata portion of the funds available in the trust account in connection with the Charter Amendment and the Trust Amendment (the “Election”) regardless of how such public stockholders vote in regard to those amendments. However, the Company will not proceed with the Charter Amendment and the Trust Amendment if the redemption of public shares in connection therewith would cause the Company to have net tangible assets of less than $5,000,001. If the Charter Amendment and the Trust Amendment are approved by the requisite vote of stockholders (and not abandoned) and Terrapin executes a definitive agreement for a business combination on or prior to July 22, 2016, the remaining public stockholders will retain their right to redeem their public shares for their pro rata portion of the funds available in the trust account upon consummation of the business combination when it is submitted to the stockholders.

The withdrawal of funds from the trust account in connection with the Election will reduce the amount held in the trust account following the redemption, and the amount remaining in the trust account may be significantly reduced from the approximately $212.78 million that was in the trust account as of March 31, 2016. In such event, Terrapin may need to obtain additional funds to complete a business combination and there can be no assurance that such funds will be available on terms acceptable to the parties or at all.

If the Charter Amendment and Trust Amendment proposals are not approved and we do not consummate a business combination by July 22, 2016, as contemplated by our IPO prospectus and in accordance with our charter, or if the Charter Amendment and Trust Amendment proposals are approved and we do not execute a definitive agreement for a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Prior to the IPO, Terrapin’s initial stockholders waived their rights to participate in any liquidation distribution with respect to their shares of Terrapin’s Class F common stock, par value $0.0001 per share, which were acquired by them prior to the IPO (the “founder shares”). As a consequence of such waivers, a liquidating distribution will be made only with respect to the public shares. There will be no distribution from the trust account with respect to Terrapin’s warrants, which will expire worthless in the event we wind up.

To protect amounts held in the trust account, Messrs. Nathan Leight, Sanjay Arora and Guy Barudin have agreed that they will be jointly and severally liable to us, and MIHI LLC, one of our sponsors and a subsidiary of Macquarie Group Limited, or Macquarie (ASX: MQG) (“MIHI”), has agreed to indemnify such individuals for 50% of any such liability, if and to the extent any claims by a vendor for services rendered or products sold to us, or a prospective target business with which we have discussed entering into a business combination transaction agreement, reduce the amount of funds in the trust account to below $10.00 per public share or such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in value of the trust assets other than due to the failure to obtain a waiver, in each case net of the amount of interest which may be withdrawn to pay taxes or for working capital purposes. There is no assurance, however, that Messrs. Leight, Arora and Barudin will be able to satisfy their joint and several obligations. Based on the cash available to Terrapin outside of its trust account for working capital and Terrapin’s outstanding expenses owed to all creditors (both those that have signed trust waivers and those that have not), it is not anticipated that Messrs. Leight, Arora and Barudin will have any indemnification obligations. Accordingly, regardless of whether an indemnification obligation exists, the per share liquidation price for the public shares is anticipated to be approximately $10.00. Nevertheless, Terrapin cannot assure you that the per share distribution from the trust account, if Terrapin liquidates, will not be substantially less than $10.00 due to unforeseen claims of creditors.

Under the Delaware General Corporation Law (the “DGCL”), stockholders may be held liable for claims by third parties against a corporation to the extent of distributions received by them in a dissolution. If the corporation complies with certain procedures set forth in Section 280 of the DGCL intended to ensure that it makes reasonable provision for all claims against it, including a 60-day notice period during which any third-party claims can be brought against the corporation, a 90-day period during which the corporation may reject any claims brought, and an additional 150-day waiting period before any liquidating distributions can be made to stockholders, any liability stockholders may have with respect to a liquidating distribution is limited to the lesser of such stockholder’s pro rata share of the claim or the amount distributed to the stockholder, and any liability of the stockholder would be barred after the third anniversary of the dissolution.

However, because Terrapin will not be complying with Section 280 of the DGCL, Section 281(b) of the DGCL requires us to adopt a plan, based on facts known to us at the time of the adoption of the plan that will provide for our payment of all existing and pending claims or claims that may be potentially brought against us within the ten years following our dissolution. Since we are a blank check company, rather than an operating company, and our operations are limited to searching for prospective target businesses to acquire, the only likely claims to arise are from our vendors (such as lawyers, investment bankers, etc.) or prospective target businesses.

Approval of the Trust Amendment proposal will constitute consent for Terrapin to instruct the trustee to (i) remove from the trust account an amount (the “Withdrawal Amount”) equal to the pro rata portion of funds available in the trust account relating to the redeemed public shares and (ii) deliver to the holders of such redeemed public shares their pro rata portion of the Withdrawal Amount. The remainder of such funds shall remain in the trust account and be available for use by Terrapin to complete a business combination on or before the Extended Date. Holders of public shares who do not redeem their public shares now, will retain their redemption rights and their ability to vote on a business combination through the Extended Date if the Charter Amendment is approved.

At the time the Charter Amendment and Trust Amendments become effective, Terrapin will amend the trust account agreement to (i) permit the withdrawal of the Withdrawal Amount from the trust account and (ii) extend the date on which the trustee will liquidate the trust account to the Extended Date.

The record date for the special meeting is [●], 2016. Record holders of Terrapin common stock at the close of business on the record date are entitled to vote or have their votes cast at the special meeting. On the record date, there were 26,593,750 outstanding shares of Terrapin common stock including 21,275,000 outstanding public shares. Terrapin’s warrants do not have voting rights.

This proxy statement contains important information about the special meeting and the proposals. Please read it carefully and vote your shares.

This proxy statement is dated [●], 2016 and is first being mailed to stockholders on or about that date.

QUESTIONS AND ANSWERS ABOUT THE SPECIAL MEETING

These Questions and Answers are only summaries of the matters they discuss. They do not contain all of the information that may be important to you. You should read carefully the entire document, including the annexes to this proxy statement.

FORWARD-LOOKING STATEMENTS

This proxy statement and the documents to which we refer you in this proxy statement contain “forward-looking statements” as that term is defined by the Private Securities Litigation Reform Act of 1995, which we refer to as the Act, and the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” “should,” “may” and other similar expressions, although not all forward-looking statements contain these identifying words. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our ability to consummate a business combination, and any other statements that are not statements of current or historical facts. These forward-looking statements are based on information available to the Company as of the date of the proxy materials and current expectations, forecasts and assumptions and involve a number of risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date and the Company undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date they were made.

These forward-looking statements involve a number of known and unknown risks and uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

You should carefully consider these risks, in addition to the risk factors set forth in our other filings with the SEC, including the final prospectus related to our IPO dated July 17, 2014 (Registration No. 333-196980), our Definitive Proxy Statement on Schedule 14A, filed November 13, 2015, our Annual Report on Form 10-K for the fiscal year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2016. The documents we file with the SEC, including those referred to above, also discuss some of the risks that could cause actual results to differ from those contained or implied in the forward-looking statements. See “ Where You Can Find More Information ” for additional information about our filings.

BACKGROUND

Terrapin

We are a Delaware company incorporated on December 27, 2013 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets.

On July 22, 2014, we consummated our IPO of 21,275,000 units, including the exercise of the underwriters’ over-allotment option of 2,775,000 units, with each unit consisting of one share of Class A common stock and one warrant to purchase one half of one share of Class A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $212,750,000.

The units began trading on July 17, 2014 on the NASDAQ Stock Market under the symbol “TRTLU.” Commencing on August 18, 2014, the securities comprising the units began separate trading. The units, Class A common stock, and warrants are trading on the NASDAQ Stock Market under the symbols “TRTLU,” “TRTL” and “TRTLW,” respectively.

Prior to our IPO, our Terrapin sponsor and an affiliate purchased an aggregate of 5,250,000 founder shares for an aggregate purchase price of $25,000. On May 19, 2014, we effectuated a recapitalization of the company, which included a 1.0131-for-1 stock split resulting in an aggregate of 5,318,750 founder shares outstanding and held by our Terrapin sponsor and its affiliate. Simultaneously with the consummation of the IPO, MIHI, Apple Orange LLC, Noyac Path LLC and Periscope, LLC purchased an aggregate of 12,000,000 warrants (the “private placement warrants”) for $6,000,000. The net proceeds of the IPO plus the proceeds of the sale of the private placement warrants were deposited in the trust account. As of March 31, 2016, Terrapin had approximately $212,781,852 in the trust account.

The mailing address of Terrapin’s principal executive office is Terrapin 3 Acquisition Corporation, c/o Terrapin Partners, LLC, 1700 Broadway, 18th Floor, New York, New York 10019, and its telephone number is (212) 710-4100.

The Potential Business Combination

Terrapin is currently in discussions with multiple targets to complete a business combination that will qualify as an initial business combination under its charter.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination if and when it is submitted to stockholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination by the Extended Date.

THE CHARTER AMENDMENT AND TRUST AMENDMENT PROPOSALS

Charter Amendment Proposal

Terrapin is proposing to amend its charter to extend the date by which Terrapin has to consummate a business combination, provided that it has executed a definitive agreement for a business combination, from July 22, 2016 to the Extended Date.

The Charter Amendment and the Trust Amendment are essential to the overall implementation of the board of directors’ plan to allow Terrapin more time to complete a business combination. Approval of the Charter Amendment and the Trust Amendment is a condition to the implementation of the Extension.

If the Charter Amendment proposal is not approved and we have not consummated a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.

A copy of the proposed amendment to the charter of Terrapin is attached to this proxy statement as Annex A .

Trust Amendment Proposal

Terrapin is proposing to amend the trust agreement to extend the date on which to commence liquidating the trust account in the event Terrapin has not consummated a business combination, provided that it has executed a definitive agreement for a business combination by July 22, 2016, to the Extended Date.

A stockholder’s approval of the Trust Amendment will constitute consent to the use of the trust account proceeds to pay, at the time the Charter Amendment becomes effective, and in exchange for the surrender of public shares, pro rata portions of the funds available in the trust account to the public stockholders making the election to redeem their public shares in lieu of later distributions to which they would otherwise be entitled.

If the Trust Amendment proposal is not approved and we have not consummated a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up.

A copy of the proposed amendment to the trust agreement is attached to this proxy statement as Annex B .

Reasons for the Proposals

Terrapin’s IPO prospectus and charter provide that Terrapin has until July 22, 2016 to consummate a business combination. While we are currently in discussions with respect to several business combination opportunities, our board currently believes that there may not be sufficient time before July 22, 2016 to complete a business combination. Terrapin’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock is required to extend Terrapin’s corporate existence, except in connection with, and effective upon consummation of, a business combination. Additionally, Terrapin’s IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case Terrapin’s corporate existence is extended as described above. Because Terrapin continues to believe that a business combination would be in the best interests of Terrapin’s stockholders, and because Terrapin may not be able to conclude a business combination within the permitted time period, Terrapin has determined to seek stockholder approval to extend the date by which Terrapin has to complete a business combination beyond July 22, 2016 to the Extended Date; provided that it executes a definitive agreement for such business combination by July 22, 2016.

We believe that the foregoing charter provisions were included to protect Terrapin stockholders from having to sustain their investments for an unreasonably long period, if Terrapin failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given Terrapin’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether such potential business combinations are attractive investments with an opportunity to consider such transactions, inasmuch as Terrapin is also affording stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly, the Extension is consistent with Terrapin’s charter and IPO prospectus.

Concurrent with the Charter Amendment and Trust Amendment proposals, on [●], 2016, Terrapin issued non-interest bearing convertible promissory notes in the aggregate amount of $[●] (the “Notes”) to Apple Orange LLC, MIHI LLC, Noyac Path LLC and Periscope, LLC (together, the “sponsors”) to provide Terrapin with additional working capital in the event it is needed to support due diligence related to the business combination.

If the Charter Amendment or Trust Amendment Proposals Are Not Approved

If the Charter Amendment or Trust Amendment proposals are not approved and we have not consummated a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Terrapin’s initial stockholders have waived their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust account with respect to Terrapin’s warrants which will expire worthless in the event we wind up. Terrapin will pay the costs of liquidation from its remaining assets held outside of the trust account.

If either of the Charter Amendment or the Trust Amendment proposals is not approved, the Company will not effect the Extension, and in the event the Company does not complete a business combination on or before July 22, 2016, the trust account will be liquidated and distributed to the public shareholders on a pro rata basis as described above.

If the Charter Amendment and the Trust Amendment Proposals Are Approved

If the Charter Amendment and the Trust Amendment proposals are approved, Terrapin will file an amendment to the charter with the Secretary of State of the State of Delaware in the form of Annex A hereto and enter into an amendment to the trust agreement with the trustee in the form of Annex B hereto. Terrapin will remain a reporting company under the Securities Exchange Act of 1934 and its units, common stock and warrants will remain publicly traded. Terrapin will then continue to work to execute a definitive agreement for a business combination July 22, 2016 and complete such a business combination by the Extended Date.

If the Charter Amendment and Trust Amendment proposals are approved, but Terrapin does not execute a definitive agreement for a business combination by July 22, 2016, we will (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

Terrapin’s initial stockholders waived their rights to participate in any liquidation distribution with respect to their founder shares. There will be no distribution from the trust account with respect to our warrants which will expire worthless in the event we wind up. Terrapin will pay the costs of liquidation from its remaining assets held outside of the trust account, which it believes are sufficient for such purposes.

You are not being asked to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination by the Extended Date.

If the Charter Amendment and Trust Amendment proposals are approved, and the Extension is implemented, the removal of the Withdrawal Amount from the trust account in connection with the Election will reduce the amount held in the trust account and Terrapin’s net asset value. Terrapin cannot predict the amount that will remain in the trust account if the Charter Amendment and Trust Amendment proposals are approved; and the amount remaining in the trust account may be significantly reduced from the approximately $212.78 million that was in the trust account as of March 31, 2016. However, we will not proceed if we do not have at least $5,000,001 of net tangible assets following approval of the Charter Amendment and Trust Amendment proposals.

Redemption Rights

If the Charter Amendment and Trust Amendment proposals are approved, the Company will provide the public stockholders making the Election, the opportunity to receive, at the time the Charter Amendment and the Trust Amendment become effective, and in exchange for the surrender of their shares, a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid. You will also be able to redeem your public shares in connection with any stockholder vote to approve a proposed business combination, or if the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination by the Extended Date.

TO DEMAND REDEMPTIOM, YOU MUST CHECK THE BOX ON THE PROXY CARD PROVIDED FOR THAT PURPOSE AND RETURN THE PROXY CARD IN ACCORDANCE WITH THE INSTRUCTIONS PROVIDED, AND, AT THE SAME TIME, ENSURE YOUR BANK OR BROKER COMPLIES WITH THE REQUIREMENTS IDENTIFIED ELSEWHERE HEREIN, INCLUDING DELIVERING YOUR SHARES TO THE TRANSFER AGENT PRIOR TO THE VOTE ON THE CHARTER AMENDMENT AND TRUST AMENDMENT . You will only be entitled to receive cash in connection with a redemption of these shares if you continue to hold them until the effective date of the Charter Amendment and the Trust Amendment.

In connection with tendering your shares for redemption, you must elect either to physically tender your stock certificates to Continental Stock Transfer & Trust Company, the Company’s transfer agent, at Continental Stock Transfer & Trust Company, 17 Battery Place, New York, New York 10004, Attn: Mark Zimkind, mzimkind@continentalstock.com, prior to the vote for the Charter Amendment and Trust Amendment or to deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal At Custodian) System, which election would likely be determined based on the manner in which you hold your shares. The requirement for physical or electronic delivery prior to the vote at the special meeting ensures that a redeeming holder’s election is irrevocable once the Charter Amendment and the Trust Amendment are approved. In furtherance of such irrevocable election, stockholders making the election will not be able to tender their shares after the vote at the special meeting.

Through the DWAC system, this electronic delivery process can be accomplished by the stockholder, whether or not it is a record holder or its shares are held in “street name,” by contacting the transfer agent or its broker and requesting delivery of its shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC, and the Company’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker $45 and the broker would determine whether or not to pass this cost on to the redeeming holder. It is the Company’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. The Company does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical stock certificate. Such stockholders will have less time to make their investment decision than those stockholders that deliver their shares through the DWAC system. Stockholders who request physical stock certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

Certificates that have not been tendered in accordance with these procedures prior to the vote for the Charter Amendment and Trust Amendment will not be redeemed for a pro rata portion of the funds held in the trust account. In the event that a public stockholder tenders its shares and decides prior to the vote at the special meeting that it does not want to redeem its shares, the stockholder may withdraw the tender. If you delivered your shares for redemption to our transfer agent and decide prior to the vote at the special meeting not to redeem your shares, you may request that our transfer agent return the shares (physically or electronically). You may make such request by contacting our transfer agent at the address listed above. In the event that a public stockholder tenders shares and the Charter Amendment and the Trust Amendment are not approved or are abandoned, these shares will not be redeemed and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Charter Amendment and the Trust Amendment will not be approved or will be abandoned. The Company anticipates that a public stockholder who tenders shares for redemption in connection with the vote to approve the Charter Amendment and the Trust Amendment would receive payment of the redemption price for such shares soon after the completion of the Charter Amendment. The transfer agent will hold the certificates of public stockholders that make the election until such shares are redeemed for cash or returned to such stockholders.

If properly demanded, the Company will redeem each public share for a pro rata portion of the funds available in the trust account, less any income taxes owed on such funds but not yet paid, calculated as of two days prior to the filing of the amendment to the charter. As of the record date, this would amount to approximately $10.00 per share. The closing price of Terrapin’s common stock on May 17, 2016 was $9.93. Accordingly, if the market price were to remain the same until the date of the special meeting, exercising redemption rights would result in a public stockholder receiving $0.07 more for each share than if such stockholder sold the shares in the open market.

If you exercise your redemption rights, you will be exchanging your shares of Terrapin’s Class A common stock for cash and will no longer own the shares. You will be entitled to receive cash for these shares only if you properly demand redemption and tender your stock certificate(s) to the Company’s transfer agent at least two business days prior to the special meeting. If the Charter Amendment and the Trust Amendment are not approved or if they are abandoned, these shares will be returned promptly following the special meeting as described above.

The Special Meeting

Date, Time and Place . The special meeting of Terrapin’s stockholders will be held on [●], 2016 at [●], local time, at the offices of Greenberg Traurig, LLP, located at the MetLife Building, 200 Park Avenue, New York, New York 10166.

Voting Power; Record Date . You will be entitled to vote or direct votes to be cast at the special meeting, if you owned Terrapin common stock at the close of business on [●], 2016, the record date for the special meeting. Holders of public shares will have one vote per proposal for each share of Terrapin’s Class A common stock owned on the record date. Holders of founder shares will have one vote with regard to the Charter Amendment proposal only for each share of Terrapin’s Class F common stock owned on the record date. Terrapin warrants do not carry voting rights.

Votes Required . Approval of the Charter Amendment proposal will require the affirmative vote of holders of at least 65% of all of Terrapin’s common stock outstanding on the record date, and approval of the Trust Amendment proposal will require the affirmative vote of holders of at least 65% of Terrapin’s Class A common stock outstanding on the record date. If you do not vote (i.e., you “abstain” from voting on a proposal), your action will have the same effect as an “AGAINST” vote. Broker non-votes will have the same effect as “AGAINST” votes.

At the close of business on the record date, there were 26,593,750 outstanding shares of Terrapin common stock, including 21,275,000 shares of Terrapin Class A common stock, each of which entitles its holder to cast one vote per proposal and 5,318,750 shares of Terrapin Class F common stock, each of which entitles its holder to cast one vote regarding the Charter Amendment proposal.

If you do not want the Charter Amendment or the Trust Amendment approved, you must abstain, not vote, or vote against each of the amendments. If you want to obtain your pro rata portion of the trust account in the event the Extension is implemented, which will be paid shortly after the special meeting which is scheduled for [●], 2016, you must demand redemption of your shares. Holders of public shares may redeem their public shares regardless of whether they vote for or against either of the amendments or abstain.

Proxies; Board Solicitation . Your proxy is being solicited by the Terrapin board of directors on the proposals to approve the Charter Amendment and the Trust Amendment being presented to stockholders at the special meeting. No recommendation is being made as to whether you should elect to redeem your shares. Proxies may be solicited in person or by telephone. If you grant a proxy, you may still revoke your proxy and vote your shares in person at the special meeting.

Terrapin has retained Morrow & Co., LLC to aid in the solicitation of proxies. Morrow & Co., LLC will receive a fee of approximately $[●], as well as reimbursement for certain costs and out-of-pocket expenses incurred by them in connection with their services, all of which will be paid by Terrapin. In addition, officers and directors of Terrapin may solicit proxies by mail, telephone, facsimile, and personal interview, for which no additional compensation will be paid, though they may be reimbursed for their out-of-pocket expenses. Terrapin will bear the cost of preparing, assembling and mailing the enclosed form of proxy, this proxy statement and other material which may be sent to stockholders in connection with this solicitation. Terrapin may reimburse brokerage firms and other nominee holders for their reasonable expenses in sending proxies and proxy material to the beneficial owners of our shares.

Possible Claims Against and Impairment of the Trust Account

To protect the amounts held in the trust account, Messrs. Leight, Arora and Barudin have agreed that they will be jointly and severally liable to Terrapin, and MIHI has agreed to indemnify such individuals for 50% of any such liability, if and to the extent any claims by a vendor for services rendered or products sold to Terrapin, or a prospective target business with which Terrapin has discussed entering into a transaction agreement, reduce the amount of funds in the trust account to below $10.00 per public share or such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account due to reductions in the value of the trust assets, in each case net of the interest which may be withdrawn to pay taxes and fund working capital requirements, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the trust account. Moreover, in the event that an executed waiver is deemed to be unenforceable against a third party, Messrs. Leight, Arora and Barudin will not be responsible to the extent of any liability for such third party claims. We have not independently verified whether Messrs. Leight, Arora and Barudin have sufficient funds to satisfy their joint and several indemnity obligations and, therefore, Messrs. Leight, Arora and Barudin may not be able to satisfy those obligations. We have not asked Messrs. Leight, Arora and Barudin to reserve for such eventuality.

In the event that the proceeds in the trust account are reduced below $10.00 per public share or such lesser amount per public share held in the trust account as of the date of the liquidation of the trust account, due to reductions in value of the trust assets other than due to the failure to obtain a waiver, in each case net of the amount of interest which may be withdrawn to pay taxes or fund Terrapin’s working capital requirements, and Messrs. Leight, Arora and Barudin assert that they are unable to satisfy their joint and several indemnification obligations or that they have no indemnification obligations related to a particular claim, Terrapin’s independent directors would determine whether to take legal action against Messrs. Leight, Arora and Barudin to enforce their joint and several indemnification obligations. While we currently expect that our independent directors would take legal action on our behalf against Messrs. Leight, Arora and Barudin to enforce their joint and several indemnification obligations to us, it is possible that our independent directors in exercising their business judgment may choose not to do so in any particular instance. Accordingly, we cannot assure you that due to claims of creditors the actual value of the per-share redemption price will not be substantially less than $10.00 per share.

Required Vote

Approval of the Charter Amendment proposal requires the affirmative vote of holders of at least 65% of Terrapin’s common stock outstanding on the record date, and approval of the Trust Amendment proposal requires the affirmative vote of holders of at least 65% of Terrapin’s Class A common stock outstanding on the record date. Terrapin’s board of directors will abandon the Trust Amendment if the Charter Amendment is not approved. In that case, if Terrapin is unable to complete a business combination on or before July 22, 2016, it will be required by its charter to (a) cease all operations except for the purpose of winding up, (b) as promptly as reasonably possible but not more than ten business days thereafter, subject to lawfully available funds therefor, redeem 100% of the public shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account, including interest income (net of taxes payable and any amounts released to us to fund our working capital requirements, and less up to $50,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law, and (c) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to our obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

All of Terrapin’s directors, executive officers and their affiliates are expected to vote any common stock owned by them in favor of the Charter Amendment and any Class A common stock owned by them in favor of the Trust Amendment. On the record date, directors and executive officers of Terrapin and their affiliates beneficially owned and were entitled to vote 5,318,750 shares of Terrapin Class F common stock representing approximately 20% of Terrapin’s issued and outstanding common stock. On the record date, none of Terrapin’s directors, executive officers or their affiliates beneficially owned any shares of Terrapin’s Class A common stock.

In addition, Terrapin’s directors, executive officers and their affiliates may choose to buy shares of Terrapin public common stock in the open market and/or through negotiated private purchases. In the event that purchases do occur, the purchasers may seek to purchase shares from stockholders who would otherwise have voted against the Charter Amendment and Trust Amendment proposals and elected to redeem their shares for a portion of the trust account. Any shares of Terrapin public common stock held by affiliates will be voted in favor of the Charter Amendment and Trust Amendment proposals.

Interests of Terrapin’s Directors and Officers

When you consider the recommendation of the Terrapin board of directors, you should keep in mind that Terrapin’s executive officers and members of Terrapin’s board of directors have interests that may be different from, or in addition to, your interests as a stockholder. These interests include, among other things:

The Board’s Reasons for the Charter Amendment and Trust Amendment Proposals and Its Recommendation

As discussed below, after careful consideration of all relevant factors, Terrapin’s board of directors has determined that the Charter Amendment and Trust Amendment proposals are fair to, and in the best interests of, Terrapin and its stockholders. The board of directors has approved and declared advisable adoption of the Charter Amendment and Trust Amendment proposals, and recommends that you vote “FOR” such adoption. The board expresses no opinion as to whether you should redeem your public shares.

We are a Delaware company incorporated on December 27, 2013 for the purpose of acquiring, through a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, exchangeable share transaction or other similar business transaction, one or more operating businesses or assets. On July 22, 2014, we consummated our IPO of 21,275,000 units, including the full exercise of the underwriters’ over-allotment option of 2,775,000 units, with each unit consisting of one share of Class A common stock and one warrant to purchase one half of one share of Class A common stock. The units were sold at an offering price of $10.00 per unit, generating gross proceeds of $212,750,000.

Terrapin’s IPO prospectus and charter provide that Terrapin has until July 22, 2016 to consummate a business combination. While we are currently in discussions with respect to several business combination opportunities, our board currently believes that there may not be sufficient time before July 22, 2016 to complete a business combination. Terrapin’s IPO prospectus and charter provide that the affirmative vote of the holders of at least 65% of all outstanding shares of common stock is required to extend Terrapin’s corporate existence, except in connection with, and effective upon consummation of, a business combination. Additionally, Terrapin’s IPO prospectus and charter provide for all public stockholders to have an opportunity to redeem their public shares in the case Terrapin’s corporate existence is extended as described above. Because Terrapin continues to believe that a business combination would be in the best interests of Terrapin’s stockholders, and because Terrapin may not be able to conclude a business combination within the permitted time period, Terrapin has determined to seek stockholder approval to extend the date by which Terrapin has to complete a business combination beyond July 22, 2016 to the Extended Date; provided that it executes a definitive agreement for such business combination by July 22, 2016.

Terrapin is not asking you to vote on a business combination at this time. If the Extension is implemented and you do not elect to redeem your public shares, you will retain the right to vote on any proposed business combination when it is submitted to stockholders and the right to redeem your public shares for a pro rata portion of the trust account in the event such business combination is approved and completed or the Company has not executed a definitive agreement for a business combination by July 22, 2016 or consummated a business combination by the Extended Date.

Terrapin’s charter requires the affirmative vote of the holders of at least 65% of all then outstanding shares of common stock to effect an amendment to certain of its provisions, including any amendment that would extend its corporate existence beyond July 22, 2016, except in connection with, and effective upon consummation of, a business combination. Additionally, Terrapin’s charter requires that all public stockholders have an opportunity to redeem their public shares in the case Terrapin’s corporate existence is extended as described above. We believe that these charter provisions were included to protect Terrapin stockholders from having to sustain their investments for an unreasonably long period, if Terrapin failed to find a suitable business combination in the timeframe contemplated by the charter. We also believe, however, that given Terrapin’s expenditure of time, effort and money on the potential business combinations with the targets it has identified, circumstances warrant providing those who would like to consider whether such potential business combinations are attractive investments with an opportunity to consider such transactions, inasmuch as Terrapin is also affording stockholders who wish to redeem their public shares the opportunity to do so, as required under its charter. Accordingly, the Extension is consistent with Terrapin’s charter and IPO prospectus.

After careful consideration of all relevant factors, Terrapin’s board of directors determined that the Charter Amendment and Trust Amendment are fair to and in the best interests of Terrapin and its stockholders.

The Board of Directors recommends that you vote “FOR” the Charter Amendment and Trust Amendment proposals. The Board of Directors expresses no opinion as to whether you should redeem your public shares.