PROXY
STATEMENT SUPPLEMENT FOR THE
SPECIAL
MEETING OF STOCKHOLDERS TO
BE
HELD NOVEMBER 9, 2018
On
September 19, 2018, I-AM Capital Acquisition Company (“I-AM Capital”) filed with the Securities and Exchange
Commission (the “SEC”) and commenced mailing of its definitive proxy statement (as amended and supplemented, the
“Proxy Statement”) related to the special meeting of stockholders in lieu of an annual meeting (the
“special meeting”) to consider and vote upon, among other things, a proposal (the “Business Combination
Proposal”) to approve a share subscription agreement, dated May 3, 2018, by and among Smaaash Entertainment Private
Limited (“Smaaash”), I-AM Capital and the other parties thereto (as amended, the “Subscription
Agreement”). If the Business Combination Proposal is approved and I-AM Capital consummates the transactions
contemplated thereby, I-AM Capital will invest in Smaaash the funds held in the trust account that holds the proceeds of its
initial public offering, less certain transaction expenses and amounts used to pay I-AM Capital stockholders who properly
exercise their redemption rights and amounts set aside for Forward Stock Purchase Agreements (the
“Investment Amount”), in exchange for equity shares of Smaaash. I-AM Capital estimates that the equity shares
issued by Smaaash in exchange for the Investment Amount (assuming an Investment Amount of $49.0 million) will constitute up
to approximately 27.53% of the issued share capital of Smaaash, provided that such percentage shall decrease proportionately
depending on the number of shares redeemed by I-AM Capital’s public stockholders. The Proxy Statement was mailed to
I-AM Capital’s stockholders of record as of September 10, 2018 (the “Record Date”).
WHEREAS,
pursuant to the terms of the Subscription Agreement, certain of the Smaaash Founders (the “Transferring Smaaash Founders”)
agreed to transfer all of their ownership interest in Smaaash (equal to 33.6% of the share capital of Smaaash on a fully-diluted
basis) (the “Additional Smaaash Shares”) to I-AM Capital in exchange for newly issued shares of I-AM Capital common
stock (the “Additional I-AM Shares”) that will enable such Smaaash Founders to retain their 33.6% ownership interest
of Smaaash through their interest in I-AM Capital, within six months of the consummation of the Business Combination; and
WHEREAS,
the board of directors of I-AM Capital has determined to issue 2,000,000 shares of I-AM Capital common stock, upon consummation
of the Business Combination, to the Transferring Smaaash Founders as an upfront portion of the Additional I-AM Shares (the “Upfront
I-AM Shares”), which shares shall be held in escrow until the transfer of the Additional Smaaash Shares to I-AM Capital;
and
WHEREAS,
the Proxy Statement referenced that I-AM Capital intended to issue a common stock dividend of an aggregate of 600,000 shares on
all shares of I-AM Capital common stock that are outstanding at the end of the day immediately prior to the date of the closing
of the Transaction, to each stockholder who beneficially owns such shares as of such time, on the condition that the holder of
any such shares remains a stockholder immediately after the closing (the “Special Dividend”); and
WHEREAS,
the board of directors of I-AM Capital has determined to cancel the Special Dividend.
NOW,
THEREFORE, the purpose of this proxy statement supplement (this “Proxy Supplement”) is to inform the stockholders
of I-AM Capital that:
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the
board of directors of I-AM Capital has set November 9, 2018 as the revised date of the
special meeting;
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the
Subscription Agreement has been amended to allow for the issuance of the Upfront I-AM
Shares to the Transferring Smaaash Founders;
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the
board of directors of I-AM Capital has decided to cancel the Special Dividend;
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I-AM
Capital has entered into a forward stock purchase agreement for approximately $5,500,000;
and
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the
Smaaash Founders may, but are not obligated to, engage in private purchases and open market purchases of outstanding shares of
I-AM Capital common stock.
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This
Proxy Supplement should be read in conjunction with the Proxy Statement. Capitalized terms used in this Proxy Supplement and not
otherwise defined herein shall have the meanings set forth in the Proxy Statement.
Revised
Date for the Special Meeting
As
previously announced, the date for the special meeting, which was originally scheduled for October 4, 2018, was postponed to a
to-be-determined later date.
The
board of directors of I-AM Capital has determined that the special meeting will now be held at 10:00 a.m. on Friday, November
9, 2018, at the same location, namely the law offices of Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11
th
Floor, New York, New York 10105. The Record Date for the special meeting is unchanged.
The
bolded text in I-AM Capital’s letter to the stockholders and in the notice of the special meeting found in the Proxy Statement
are hereby amended to read as follows:
Public
stockholders who hold shares of I-AM Capital common stock on or before November 7, 2018 (two (2) business days before the special
meeting) may elect to redeem their shares whether or not they are holders as of the record date, and whether or not they vote
for the Business Combination Proposal.
All
other references in the Proxy Statement to “October 2, 2018” with respect to providing a request for redemption are
hereby amended to read as “November 7, 2018”, and the deadline for submitting such a request and for the delivery
by stockholders of their I-AM Capital stock to I-AM Capital’s transfer agent in connection therewith shall now be on or
before 4:30 p.m. Eastern time on November 7, 2018.
Issuance
of Shares as Partial Payment
In
order to incentivize the Transferring Smaaash Founders to comply with their obligation to transfer all of the Additional Smaaash
Shares to I-AM Capital within six months of the closing of the Business Combination, I-AM Capital has further amended the Subscription
Agreement (such addendum attached hereto as
Annex A
) to allow for I-AM Capital to issue the Upfront I-AM Shares to the
Transferring Smaaash Founders upon the closing of the Business Combination. The issuance of such Upfront I-AM Shares will be held
in escrow and shall be either, (i) if the Additional Smaaash Shares are not transferred in full to I-AM Capital within the designated
six months, cancelled, or (ii) if the Additional Smaaash Shares are transferred in full to I-AM Capital within the designated
six months, the Upfront I-AM Shares shall be released from Escrow and the number of Upfront I-AM Shares shall be deducted from
the Additional I-AM Shares that will be issued to the Transferring Smaaash Founders upon the delivery of the Additional Smaaash
Shares.
Cancellation
of Special Dividend
Based
on discussions with its bankers and other financial advisers, I-AM Capital no longer believes that the planned Special Dividend
is necessary and, therefore, the board of directors of I-AM Capital has decided to cancel the Special Dividend. The Proxy Statement
is hereby amended to remove all references to the Special Dividend. Consequently, the Sponsor shall not be required to cancel
any of its shares as a result of the Transaction. The Company shall also withdraw its Registration Statement on Form S-1 for the
registration of the shares that were to be issued in the Special Dividend, which Registration Statement was declared effective
by the SEC on September 19, 2018.
Forward
Stock Purchase Agreement
On
November 2, 2018, I-AM Capital entered into a stock purchase agreement with Polar Asset Management Partners Inc. (“Seller”)
pursuant to which Seller agreed to sell 490,000 shares of I-AM Capital common stock to I-AM Capital 30 days after the closing
of the Business Combination (the “Polar Sale”). Seller has the right to sell such shares to third parties prior to
the expiration of such 30-day period. In connection with the closing of the Polar Sale, I-AM Capital will pay Seller $11.23 for
each of the shares of I-AM Capital common stock still held by Seller and I-AM Capital’s sponsor has agreed to transfer to
Seller 150,000 restricted shares of I-AM Capital common stock currently held by I-AM Capital’s sponsor.
Privately
Negotiated and Open Market Purchases
The
Proxy Statement provides that in connection with the stockholder vote to approve the Transaction, our Sponsor, directors, executive
officers, advisors or their affiliates may purchase shares of I-AM Capital common stock in privately negotiated transactions or
in the open market either prior to or following the completion of the consummation of the Transaction; provided that none of the
funds in the trust account will be used to purchase shares in such transactions and provided further that such persons will not
make any such purchases when they are in possession of any material non-public information not disclosed to the seller of such
shares or if such purchases would be prohibited by Regulation M under the Exchange Act.
The
Proxy Statement is hereby amended to provide that the Smaaash Founders may, but have no current obligation to, also purchase shares
of I-AM Capital common stock in privately negotiated transactions or in the open market either prior to or following the completion
of the consummation of the Transaction, subject to the same conditions as our Sponsor, directors, executive officers, advisors
or their affiliates.
Effect
of this Proxy Supplement
Except
as expressly set out in this Proxy Supplement, the Proxy Statement remains unchanged, continues to apply and should be considered
(along with this Proxy Supplement) in casting your vote in connection with the special meeting. This Proxy Supplement does not
change the proposals to be acted upon at the special meeting, which are described in the Proxy Statement.
No
action in connection with this Proxy Supplement is required by any stockholder who has previously delivered a proxy and who does
not wish to revoke or change the vote in that proxy
.
Additional
Information
The
Business Combination Proposal has been submitted to the stockholders of I-AM Capital for their approval. In connection with that
approval, I-AM Capital has filed the Proxy Statement with the SEC containing information about the Business Combination and the
respective businesses of I-AM Capital and Smaaash.
I-AM
Capital’s stockholders are advised to carefully read the Proxy Statement and any other documents filed with the SEC in their
entirety when they become available because they contain important information. I-AM Capital stockholders will also be able to
obtain a copy of the Proxy Statement, any amendments or supplements thereto and other documents filed by I-AM Capital with the
SEC, without charge, by directing a request to: I-AM Capital Acquisition Company, 1345 Avenue of the Americas, 11th floor, New
York, New York 10105. These documents, as well as I-AM Capital’s Annual Report on Form 10-K for the fiscal year ended May
31, 2018 can also be obtained, without charge, at the SEC’s internet site (http://www.sec.gov).
I-AM
Capital and its directors and executive officers and other persons may be deemed to be participants in the solicitations of proxies
from I-AM Capital’s stockholders in respect of the proposed Business Combination. Information regarding I-AM Capital’s
directors and executive officers and other participants in the proxy solicitation and a description of their direct and indirect
interests is contained in the Proxy Statement, which can be obtained free of charge from the sources indicated above.
This
Proxy Supplement is dated November 2, 2018
Annex
A
THIRD
AMENDMENT CUM ADDENDUM TO THE SHARE SUBSCRIPTION AGREEMENT DATED MAY 3, 2018
This
third amendment cum addendum agreement (“
Agreement
”) to the share subscription agreement dated May 3, 2018,
as amended, is executed on this 2nd day of November, 2018 at New Delhi:
By
and Amongst
I-AM
Capital Acquisition Company
, a company incorporated in the United States of America and having its registered office at 1345
Avenue of the Americas, 11
th
Floor, New York, NY 10105 (hereinafter referred to as the “
Investor
”,
which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors
and permitted assigns) of the
First Part
;
And
T
he
Persons listed in
SCHEDULE 1
(hereinafter
referred to collectively, as the “
Promoters
” and individually, as a “
Promoter
”, which expression
shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include each of their respective heirs,
permitted assigns and successors-in-interest, as the case may be) of the
Second Part
;
And
Smaaash
Entertainment Private Limited
, a private limited company incorporated under the laws of India, having its office at 1
st
Floor, Ambience Mall, Plot no. 2, Phase II, Nelson Mandela Marg, Delhi-110070, India (hereinafter referred to as the “
Company
”,
which expression shall, unless it be repugnant to the context or meaning thereof, be deemed to mean and include its successors
and permitted assigns) of the
Third Part.
The
Company, the Investor and the Promoters shall hereinafter be individually referred to as a “
Party
” and collectively
referred to as the “
Parties
”.
WHEREAS
:
A.
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The
Parties entered into a share subscription agreement dated May 3, 2018 pursuant to which the Investor has agreed to invest
an amount of up to USD 49,000,000 (United States Dollars Forty Nine Million only) into the Company for subscription to Equity
Shares in accordance with the terms and conditions set out therein (the “
SSA
”).
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B.
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The
Parties also entered into a shareholders’ agreement dated May 3, 2018 governing the terms of management and transfer
restrictions in the Company with respect to the Investor (the “
SHA
”).
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C.
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The
Parties entered into an amendment cum addendum agreement on June 22, 2018, pursuant to which the parties amended certain provisions
of the SSA and recorded their understanding with respect to the further agreements by the Promoters, including, among other things,
a future transfer by the Promoters of all of their shares of the Company to the Investor in exchange for shares of Investor, and
a further investment by the Investor into the Company (“
First Addendum
”).
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D.
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The
Parties entered into a second amendment cum addendum agreement on August 8, 2018, pursuant to which the parties amended the SSA
to remove the arbitration provision of the SSA (the “
Second Addendum
”, and together with the First Addendum,
the “
Addendum
”).
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E.
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The
Parties are entering into this Agreement to further amend the SSA to provide that upon the consummation of the Business Combination
the Investor shall make an advance issuance to the Promoters of 2,000,000 shares of the Investor (which shares shall be held
in escrow), which shares would otherwise be deliverable to the Promoters upon the future transfer by the Promoters of their
shares in the Company to the Investor.
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NOW,
THEREFORE
, in consideration of the mutual covenants and agreements set forth in this Agreement and the SSA, and for other
good and valuable consideration, the sufficiency of which is acknowledged by the Parties, the Parties hereby agree as follows:
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1.
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DEFINITIONS
AND INTERPRETATION
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1.1
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The
terms used in capitalized form in this Agreement but not defined herein shall have the meaning ascribed to such terms in the
SSA.
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1.2
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The
principles of interpretation set out in Clause 1.2 of the SSA shall
mutatis mutandis
apply to this Agreement.
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2.
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AMENDMENTS
TO THE SHA and ADDENDUM
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2.1
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Clause
4.2 of the First Addendum shall be amended by deleting it in its entirety and replacing it with the following:
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“4.2
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The Investor and the Promoters hereby covenant and agree as follows:
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(a)
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Within
six months following the Closing Date, the Promoters shall transfer all of their ownership
interest in the Company (33.6% of the share capital of the Company on a fully diluted
basis) (the “Transferred Company Shares”) to the Investor in exchange for
newly issued shares of common stock of the Investor (the “Additional Investor Shares”)
in an amount which will enable Promoters to retain their 33.6% ownership interest of
the Company through their interest in the Investor.
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(b)
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The
Investor shall issue an aggregate of 2,000,000 shares of its common stock, upon consummation
of the Business Combination, to the Promoters as an upfront portion of the Additional
Investor Shares (the “Upfront Investor Shares”).
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(c)
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The
issuance of such Upfront Investor Shares will be held in escrow and shall be either,
(i) if the Transferred Company Shares are not transferred in full to the Investor within
the six-month period specified in Clause 4.2(a) above, cancelled, or (ii) if the Transferred
Company Shares are transferred in full to the Investor within the six-month period specified
in Clause 4.2(a) above, released from Escrow and the number of Upfront Investor Shares
shall be deducted from the Additional Investor Shares that will be issued to the Promoters
upon the delivery of the Transferred Company Shares.”
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3.
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representations
of each party
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3.1
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Each
Party severally represents and warrants as follows:
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(a)
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In
case of a company, it is a duly registered company and has the power and capacity to execute and deliver this Agreement and
to consummate the transactions under this Agreement and all approvals required by it for executing this Agreement and entering
into and consummation of the transactions contemplated herein have been obtained.
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(b)
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In
case of a company, the execution of this Agreement and entering into and consummation of transactions under this Agreement
has been duly authorised and approved by such Party’s board / other appropriate authority and does not require any further
authorisation or consent of any other Person.
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(c)
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Upon
execution and delivery by such Party, this Agreement will constitute a legal, valid and binding obligation of such Party,
enforceable in accordance with its terms.
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(d)
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The
execution and delivery of this Agreement by such Party, the transactions contemplated in this Agreement does not contravene
the provisions of Applicable Law or provisions of and/or constitute a default under its formation/constitutional documents
(where applicable), or any Contract to which such Party is a party or which are applicable to it.
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4.1
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t
he
Parties may discuss and terminate this Agreement at any time in writing, however no such termination shall be valid unless
signed by all Parties hereto.
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4.2
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Any
or all provisions of this Agreement may be amended, restated or waived (either generally or in a particular instance and either
retroactively or prospectively) only with the written consent of all the Parties.
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4.3
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This
Agreement shall be read together with the SSA and the Addendum.
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4.4
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The
provisions of Clause 9 (
Confidentiality
), Clause 10 (
Notices
), Clause 11 (
Governing Law
) and Clause 13
(
Miscellaneous
) of the SSA shall
mutatis mutandis
apply to this Agreement.
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IN
WITNESS WHEREOF
, the Parties have entered into and executed this Agreement as of the day and year first above written.
SIGNED
AND DELIVERED
by the within named Investor
, I-AM Capital Acquisition Company
/s/
Suhel Kanuga
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/s/
F. Jacob Cherian
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Name:
Suhel Kanuga, CFO
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Name:
F. Jacob Cherian, CEO
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SIGNED
AND DELIVERED
by the within named Company
, Smaaash Entertainment Private Limited
by the hand of Shripal Morakhia, authorised
signatory.
SIGNED
AND DELIVERED
by the within named Promoter
, AHA Holdings Private Limited
by the hand of Shripal Morakhia,
authorised signatory.
SIGNED
AND DELIVERED
by
Mr. Shripal Morakhia
SCHEDULE
1
DETAILS
OF THE PROMOTERS
Sl.
No.
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Name
of the Promoter
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Particulars
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1.
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AHA
Holdings Private Limited
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Attention:
Mr. Santosh Apraj
Address:
2
nd
Floor, Trade View Building, Oasis Complex, PB Marg, Lower Parel,
Mumbai – 400013, Maharashtra
Phone
number: 022-67400900
Fax
no: +91 22 67400988
E-mail:
santoshapraj@ahaholdings.co.in
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2.
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Shripal
Morakhia
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Address:
2
nd
Floor, Trade View Building, Oasis Complex, PB Marg, Lower Parel,
Mumbai – 400013, Maharashtra
Email:
shripal@smaaash.in
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