UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 OR 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 2015
CAMBRIDGE CAPITAL ACQUISITION CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware |
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001-36229 |
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46-3774077 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification No.) |
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525 South Flagler Drive, Suite 201, West Palm Beach, FL |
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33401 |
(Address of principal executive offices) |
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(Zip Code) |
561 932-1600
(Registrants telephone number, including area code)
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 8.01 Other Events.
On March 27, 2015, Cambridge Capital Acquisition Corporation (the Company) issued a press release announcing the
rescheduled date of its special meeting of stockholders to approve, among other things, the proposed business combination between the Company and privately-held Parakou Tankers, Inc.
(Parakou) as set forth in the Business Combination Agreement dated as of December 1, 2014 by and among the Company, Cambridge Holdco, Inc., the Companys wholly-owned subsidiary
(Holdco), Cambridge Merger Sub, Inc., Parakou and, solely for the purposes of certain sections thereof, Mr. Por Liu. The Company also announced that it will commence mailing of the notice of special meeting and the
definitive proxy statement/prospectus to stockholders on March 30, 2015. The press release is included as Exhibit 99.1 hereto.
Item 9.01
Financial Statements and Exhibits.
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Exhibit |
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Description |
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99.1 |
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Press Release. |
Forward-Looking Statements
This Current Report on Form 8-K and the exhibits hereto include forward-looking statements within the meaning of U.S. federal
securities laws. These forward-looking statements involve significant risks and uncertainties that could cause the actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking
statements as predictions of future events. These forward-looking statements and factors that may cause such differences include, without limitation, the satisfaction of the closing conditions to the business combination; approval of the business
combination by the Companys stockholders; during of the completion of the proposed business combination; and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange Commission (SEC) by
the Company or Holdco. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made.
Additional Information and Where to Find It
The proposed business combination will be submitted to the stockholders of the Company for their consideration. In connection with the proposed
business combination, Holdco has filed with the SEC the Registration Statement, which includes a proxy statement/prospectus for the stockholders of the Company. The Company and Holdco urge investors, stockholders and other interested persons to
read the proxy statement/prospectus, as well as other documents filed with the SEC, because these documents contain important information. Such persons can also read the Companys final prospectus, dated December 17, 2013, and the
Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2014, for a description of the security holdings of the Companys officers and directors and of EarlyBirdCapital, Inc. (EBC) and their
respective interests as security holders in the successful consummation of the transactions described herein. The Companys definitive proxy statement, as included in Holdcos Registration Statement, will be mailed to stockholders of the
Company as of a record date to be established for voting on the transactions described in this report. Stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Cambridge Capital Acquisition
Corporation, 525 South Flagler Drive, Suite 201, West Palm Beach, Florida 33701. These documents and the Companys initial public offering final prospectus and Annual Report on Form 10-K can also be obtained, without charge, at the SECs
web site (http://www.sec.gov).
Participants in Solicitation
EBC, the managing underwriter of the Companys initial public offering consummated in December 2013, is acting as the Companys
investment banker in the business combination, for which it will receive a fee. Additionally, Cowen and Company, LLC (Cowen) is also assisting the Company in connection with the business combination, for which it will receive a
fee. The Company and its directors and executive officers, EBC and Cowen may be deemed to be participants in the solicitation of proxies for the special meeting of the Companys stockholders to be held to approve the business combination
described in the Registration Statement and Proxy. Information regarding the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of the Company in connection with the proposed business
combination is set forth in Amendment No. 3 to the Registration Statement of Holdco and the Proxy Statement of the Company, each filed with the SEC on March 19, 2015. You can also find information about the Companys executive
officers and directors in its Annual Report on Form 10-K, which was filed with the SEC on March 3, 2015. You can obtain free copies of these documents from the Company using the contact information above.
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Non-Solicitation
This Current Report on Form 8-K and the exhibits hereto are not a proxy statement or solicitation of a proxy, consent or authorization with
respect to any securities or in respect of the proposed transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of the Company, Holdco or Parakou, nor shall there be any sale of any such securities
in any state or jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated: March 27, 2015
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CAMBRIDGE CAPITAL ACQUISITION CORPORATION |
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By: |
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/s/ Benjamin Gordon |
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Name: |
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Benjamin Gordon |
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Title: |
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Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
CAMBRIDGE CAPITAL ACQUISITION
CORPORATION RESCHEDULES DATE OF SPECIAL MEETING TO APPROVE BUSINESS COMBINATION WITH PARAKOU TANKERS, INC. AND ANNOUNCES MAILING DATE FOR DEFINITIVE PROXY STATEMENT.
West Palm Beach, FL and Singapore March 27, 2015 Cambridge Capital Acquisition Corporation (NASDAQ:CAMB, CAMBU and CAMBW)
(Cambridge) today announced that the date for the Special Meeting of Stockholders (Special Meeting) to approve, among other things, the proposed business combination between Cambridge and privately-held Parakou
Tankers, Inc. (Parakou) has been rescheduled to April 22, 2015. Additionally, Cambridge will commence mailing of the notice of the Special Meeting and the definitive proxy statement/prospectus to stockholders on March 30,
2015.
Stockholders of record at the close of business on March 4, 2015 are entitled to receive notice of the Special Meeting and to vote the shares
of common stock of Cambridge owned by them at the Special Meeting. The Special Meeting is to be held on April 22, 2015 at 10:00 A.M. EST in the offices of DLA Piper LLP (US), 200 Biscayne Boulevard, Suite 2500, Miami, Florida 33131-5341.
Stockholders who hold their shares in street name, which means the shares are held of record by a broker, bank or nominee, should contact their
broker, bank or nominee to ensure that votes related to the shares beneficially owned by such stockholders are properly counted. In this regard, holders must provide the broker, bank or nominee with instructions on how to vote the shares or, if such
a stockholder wishes to attend the meeting and vote in person, obtain a proxy from the broker, bank or nominee.
Additionally, Cambridge advises
holders of its securities to move these securities into accounts that do not permit the lending of securities, so called cash accounts or segregated accounts, and out of accounts that permit the lending of securities, such as margin accounts. These
steps are designed to ensure that votes related to common stock beneficially owned by stockholders are properly counted. Beneficial owners of common stock that have been lent out (either with or without the beneficial owners knowledge) are not
permitted to vote those shares.
Parakou Tankers, Inc. Overview
Parakou is a fully integrated industrial shipping company engaged in the seaborne transportation of liquid petroleum products that owns and operates a
fleet of modern medium range, or MR, product tankers. As of the date of this press release, Parakous fleet consists of eight 51,000 deadweight ton MR product tankers, which were transferred in July 2014 from Parakou (International) Limited, a
Hong-Kong based shipping firm founded in 1985. Parakou was incorporated under the laws of the Marshall Islands in January 2014 and is headquartered in Singapore.
About Cambridge Capital Acquisition Corporation
Cambridge Capital Acquisition Corporation is a blank check company formed in order to effect a merger, capital stock exchange, asset acquisition or other
similar business combination with one or more businesses or entities. Cambridge was incorporated under the laws of Delaware on October 1, 2013.
On
December 23, 2013, Cambridge closed its initial public offering of 7,000,000 units, with each unit consisting of one share of its common stock and one warrant to acquire one share of its common stock upon consummation of an initial business
combination. On December 30, 2013, Cambridge consummated the sale of an additional 1,050,000 units which were subject to an over-allotment option granted to the underwriters of its initial public offering. The units from the initial public
offering (including the over-allotment option) were sold at an offering price of $10.00 per unit, generating total gross proceeds of $80,500,000. Simultaneously with the consummation of the initial public offering and the exercise of the
underwriters over-allotment option, Cambridge consummated the private sale of 472,125 units to its initial stockholders and EarlyBirdCapital, Inc. (EBC) and its designees, in each case at $10.00 per unit for an aggregate
purchase price of $4,721,250. The net proceeds from the initial public offering, together with the net proceeds from the private sale of units, or a total of $81,305,000, was deposited into the trust account and the remaining proceeds became
available to be used as working capital to provide for business, legal and accounting due diligence on prospective business combinations and continuing general and administrative expenses. The initial public offering was conducted pursuant to a
registration statement on Form S-1 (Reg. No. 333-191868) that became effective on December 17, 2013. As of September 30, 2014, there was approximately $81,330,820 held in the trust account.
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Additional Information and Where to Find It
The proposed business combination will be submitted to the stockholders of Cambridge for their consideration. In connection with the proposed business
combination, Cambridge and Cambridge Holdco, Inc., Cambridges wholly-owned subsidiary (Holdco) will prepare a definitive registration statement on Form S-4 that includes a proxy
statement/prospectus for the stockholders of Cambridge to be filed with the Securities and Exchange Commission (SEC) and mailed to the stockholders of Cambridge. Cambridge urges investors, stockholders and other interested persons to
read the definitive proxy statement/prospectus, as well as other documents filed with the SEC, because these documents contain important information. Such persons can also read Cambridges final prospectus, dated December 17, 2013, and
Cambridges Annual Report on Form 10-K for the fiscal year ended December 31, 2014, for a description of the security holdings of the Cambridge officers and directors and of EBC and their respective interests as security holders in the
successful consummation of the transactions described herein. Cambridges definitive proxy statement/prospectus included in Holdcos registration statement will be mailed to stockholders of Cambridge as of the record date for voting on the
transactions described in this press release. Stockholders will also be able to obtain a copy of such documents, without charge, by directing a request to: Cambridge Capital Acquisition Corporation, 525 South Flagler Drive, Suite 201, West Palm
Beach, Florida 33701. These documents and Cambridges IPO final prospectus and Annual Report on Form 10-K can also be obtained, without charge, at the Securities and Exchange Commissions web site (http://www.sec.gov).
Participants in Solicitation
Cambridge and its directors
and executive officers and EBC may be deemed to be participants in the solicitation of proxies for the special meeting of Cambridge stockholders to be held to approve the business combination described in this press release. Information regarding
the persons who may, under the rules of the SEC, be deemed participants in the solicitation of the stockholders of Cambridge in connection with the proposed business combination is set forth in Amendment No. 3 to the Registration Statement of
Holdco and the proxy statement of Cambridge, each filed with the SEC on March 19, 2015. You can also find information about Cambridges executive officers and directors in its Annual Report on Form 10-K, which was filed with the SEC on
March 3, 2015. You can obtain free copies of these documents from Cambridge using the contact information above.
Non-Solicitation
This press release is not a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed
transaction and shall not constitute an offer to sell or a solicitation of an offer to buy the securities of Cambridge, Holdco or Parakou, nor shall there be any sale of any such securities in any state or jurisdiction in which such offer,
solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such state or jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10
of the Securities Act of 1933, as amended.
Safe Harbor Language
This press release includes forward-looking statements within the meaning of U.S. federal securities laws. Words such as expect,
estimate, project, budget, forecast, anticipate, intend, plan, may, will, could, should, believes,
predicts, potential, continue and similar expressions are intended to identify such forward-looking statements. These forward-looking statements involve significant risks and uncertainties that could cause the
actual results to differ materially from the expected results and, consequently, you should not rely on these forward-looking statements as predictions of future events. These forward-looking statements and factors that may cause such differences
include, without limitation, Cambridges and Parakous expectations with respect to future performance, growth and anticipated acquisitions; the anticipated financial impact of the Business combination; ability to recognize the anticipated
benefits of the Business combination; costs related to the proposed Business combination; the satisfaction of the closing conditions to the Business combination; the timing of the completion of the Business combination; volatility in charter rates
and profitability; demand for shipping of refined petroleum products; global economic conditions; changes in fuel prices; geopolitical events and regulatory changes; damages to vessels; acts of piracy, political instability, terrorist or other
attacks, war or international hostilities; loss of key personnel; delays in deliveries of any newbuild product tankers; difficulty managing planned growth properly; seasonal and exchange rate fluctuations; access to additional financing; changes in
tax laws; weather and natural disasters; changing interpretations of generally accepted accounting principles; inquiries and investigations and related litigation; continued compliance with government regulations; and other risks and uncertainties
indicated from time to time in filings with the SEC by Cambridge or Holdco. The foregoing list of factors is not exclusive. Additional information concerning these and other risk factors is contained in Cambridges most recent filings with the
SEC and will be contained in the proxy statement/prospectus to be filed by Holdco. All subsequent written and oral forward-looking statements concerning Cambridge,
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Holdco and Parakou, the transactions described herein or other matters and attributable to Cambridge, Holdco and Parakou or any person acting on their behalf are expressly qualified in their
entirety by the cautionary statements above. Readers are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Neither Cambridge, Holdco nor Parakou undertake or accept any obligation or
undertaking to release publicly any updates or revisions to any forward-looking statement to reflect any change in their expectations or any change in events, conditions or circumstances on which any such statement is based.
Contact
Ramon Suazo
Partner
Cambridge Capital Acquisition Corporation
Tel: 561-932-1615
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